Item 1.01. Entry into a Material Definitive Agreement.
On
The Pre-Funded Warrants were sold to Investors whose purchase of shares of
Common Stock in the Registered Offering would otherwise result in the Investor,
together with its affiliates and certain related parties, beneficially owning
more than 4.99% of the Company's outstanding Common Stock immediately following
the consummation of the Registered Offering, in lieu of shares of Common Stock.
Each Pre-Funded Warrant represents the right to purchase one share of Common
Stock at an exercise price of
The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 90-day period following the closing of the Registered Offering.
The Shares and Pre-Funded Warrants were offered by the Company pursuant to a
registration statement on Form S-3 (File No. 333-233869), which was filed with
the
Concurrent Private Placement
In a concurrent private placement (the "Private Placement" and together with the
Registered Offering, the "Offerings"), the Company agreed to issue to the
Investors who participated in the Registered Offering warrants (the "Warrants"
and collectively with the Shares and the Pre-Funded Warrants, the "Securities")
exercisable for an aggregate of 818,900 shares of Common Stock at an exercise
price of
A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant or Warrant to the extent that the holder would own more than 4.99% (or, at the purchaser's option upon issuance, 9.99%) of the Company's outstanding Common Stock immediately after exercise. However, upon at least 61 days' prior notice from the holder to the Company, a holder with a 4.99% ownership blocker may increase the amount of ownership of outstanding Common Stock after exercising the holder's Pre-Funded Warrant or Warrant up to 9.99% of the number of the Company's Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant or Warrant.
Pursuant to the terms of the Purchase Agreement, the Company agreed to use commercially reasonable efforts to cause a registration statement on Form S-1 providing for the resale by holders of shares of its Common Stock issuable upon the exercise of the Warrants, to become effective 180 days following the closing of the Registered Offering and to keep such registration statement effective at all times.
The Offerings are expected to close on or about
On
The foregoing summaries of the Placement Agent Agreement, the Purchase Agreement, the Warrants and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 1.1, 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
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.
A copy of the opinion of
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed by the Company
with the
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Form of Placement Agent Agreement. 4.1 Form of Investor Warrant. 4.2 Form of Pre-Funded Warrant. 5.1 Opinion ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . 10.1 Form of Securities Purchase Agreement, dated as ofJanuary 9, 2020 , by and amongSELLAS Life Sciences Group, Inc. and the Investor. 23.1 Consent ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . (included in Exhibit 5.1). 99.1 Pricing Press Release.
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