Item 1.01. Entry into a Material Definitive Agreement.
On
The net proceeds to us from the transactions, after deducting placement agent
fees and expenses and the estimated offering expenses, are expected to be
approximately
The sales of common stock and warrants and the shares issuable upon exercise of the warrants were sold and issued without registration under the Securities Act of 1933 (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
The representations, warranties and covenants contained in the securities purchase agreement were made solely for the benefit of the parties to the securities purchase agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the securities purchase agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, our company. Accordingly, the form of securities purchase agreement is included with this filing only to provide investors with information regarding the terms of the transactions. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the securities purchase agreement, which subsequent information may or may not be fully reflected in public disclosures.
In connection with the sale of the common stock and warrants, on
We entered into an engagement letter with
1
The forms of the securities purchase agreement, the investor warrant, the placement agent warrant, the registration rights agreement and the engagement letter are filed as Exhibits 10.1, 4.1, 4.2, 4.3 and 10.2, respectively, to this Current Report on Form 8-K. The foregoing descriptions of the securities purchase agreement, the investor warrant, the placement agent warrant, the registration rights agreement and the engagement letter are not complete and are qualified in their entirety by reference to Exhibits 10.1, 4.1, 4.2, 4.3 and 10.2, respectively.
Item 3.02 Unregistered Sale of
The information contained above in Item 1.01 of this Report related to the unregistered common stock, investor warrants and the placement agent warrants is incorporated herein by reference.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Form of investor warrant issuedJanuary 27, 2021 . 4.2 Form of placement agent warrant issuedJanuary 27, 2021 . 4.3 Form of Registration Rights Agreement, datedJanuary 24, 2021 , by and betweenCitius Pharmaceuticals, Inc. and the purchasers signatory thereto. 10.1 Form of Securities Purchase Agreement, datedJanuary 24, 2021 , by and betweenCitius Pharmaceuticals, Inc. and the purchasers signatory thereto. 10.2 Engagement letter, datedJanuary 23, 2021 , betweenCitius Pharmaceuticals, Inc. andH. C. Wainwright & Co., LLC . 99.1 Press release ofJanuary 25, 2021 . 99.2 Press release ofJanuary 27, 2021 . 2
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