Item 1.01. Entry into a Material Definitive Agreement
Securities Purchase Agreement
On
The Warrants contain customary provisions allowing for adjustment to the
exercise price and number of Warrant Shares issuable only in the event of any
stock dividend and split, reverse stock split, recapitalization, reorganization
or similar transaction, as described in the Warrants. In addition, subject to
limited exceptions, holders of the Warrants will not have the right to exercise
any portion of their respective Warrants if the holder, together with any
affiliates, would beneficially own in excess of 4.99% of the number of shares of
the Company's Common Stock outstanding immediately after giving effect to such
exercise. The Warrants are exercisable from any time after the six month
anniversary of issuance (the "Initial Exercise Date") and will expire on the
fifth year anniversary of the Initial Exercise Date. The Warrants and the
Warrants Shares have not been registered with the
The 3,870,077 shares of Common Stock sold in the Offering (but not the Warrants
or the Warrant Shares) were offered and sold pursuant to a prospectus, dated
The issuance and sale of the Warrants pursuant to the Purchase Agreement and the issuance and sale of the Warrant Shares upon exercise of the Warrants are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), are not being offered pursuant to the Registration Statement and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The Company expects to use the proceeds from the Offering for research and development expenses associated with continuing development of PH94B, PH10, AV-101, potential drug rescue candidates, and for other working capital and capital expenditures.
The foregoing descriptions of the Purchase Agreement and the Warrants are not complete and are qualified in their entirety by references to the full text of the Form of Purchase Agreement and the Form of Warrant which are filed as exhibits to this report and are incorporated by reference herein.
A copy of the opinion of
Item 3.02. Unregistered Sales of
The disclosures in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Warrants and the Warrant Shares issuable upon exercise of the Warrants are incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 5.1 Opinion ofDisclosure Law Group , aProfessional Corporation 10.1 Form of Securities Purchase Agreement, datedJanuary 24, 2020 , between the Company and each purchaser named in the signature pages thereto 10.2 Form of Warrant 23.1 Consent ofDisclosure Law Group , aProfessional Corporation (included in Exhibit 5.1)
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