CYCLO THERAPEUTICS, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
The Company estimates that the net proceeds from the Registered Offering will be
approximately
The Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares are being
offered pursuant to the Company's effective registration statement on Form S-3
(File No. 333-254496), which was filed with the
Pursuant to the Purchase Agreement, in a concurrent private placement (the
"Private Placement" and together with the Registered Offering, the "Offering"),
the Company has also agreed to sell and issue to the Investor Series A-1
warrants to purchase up to 2,608,696 shares of Common Stock at an exercise price
of
The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Investor and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed, subject to certain exceptions, to certain restrictions on the issuance and sale of its shares of Common Stock and securities convertible into Common Stock for a period of 90 days. In addition, pursuant to the terms of the Purchase Agreement, each of the Company's directors and executive officers entered into "lock-up" agreements with the that generally prohibit the sale, transfer, or other disposition of securities of the Company for a period of 90 days following the closing of the Registered Offering.
The Offering is expected to close on or about
The Company engaged
In addition, the Company will issue the Placement Agent or its designees
warrants to purchase an aggregate of 156,522 shares of Common Stock at an
exercise price of
The form of Pre-Funded Warrant, Series A-1 warrant, Series A-2 warrant, and
Placement Agent Warrant, and the Purchase Agreement, have been filed as Exhibits
4.1, 4.2, 4.3, 4.4 and 10.1, respectively, to this Current Report on Form 8-K,
and are incorporated herein by reference, and the descriptions thereof herein
are qualified by reference to the full terms thereof. The Company is also filing
the opinion of its counsel,
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 related to the Private Placement and the issuance of the Placement Agent Warrants is hereby incorporated by reference into this Item 3.02. The Private Placement Warrants, the Private Placement Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
4.1 Form of Pre-Funded Warrant 4.2 Form of Series A-1 Warrant 4.3 Form of Series A-2 Warrant 4.4 Form of Placement Agent Warrant 5.1 Opinion ofFox Rothschild LLP 10.1 Securities Purchase Agreement datedDecember 29, 2022 23.1 Consent ofFox Rothschild LLP (included in Exhibit 5.1). 99.1 Press Release datedDecember 30, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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