Item 1.01 Entry into a Material Definitive Agreement.
In connection with the Offering, the Company entered into a Registration Rights Agreement (the "Registration Rights Agreement") at closing pursuant to which the Company agreed to file within 30 days of the Closing Date (the "Filing Deadline") a resale registration statement to register for resale the Shares and Common Stock underlying the Warrants. The Company agreed to cause the registration statement to be declared effective at the earlier of (i) the 90th calendar day after the Closing Date and (ii) the fifth business day after the date the Company is notified by the
If at any time all of the shares of Common Stock or shares of Common Stock underlying the Warrants are not covered by the initial Registration Statement, the Company agrees to file with the
The Company intends to use the aggregate net proceeds of the Offering primarily for working capital and general corporate purposes, including relating to the Company's recently launched phase 2 amyotrophic lateral sclerosis (ALS) clinical trial.
The form of Placement Agent Warrant is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing descriptions of Securities Purchase Agreement, Warrant, Registration Rights Agreement and Placement Agent Warrant do not purport to be complete and are qualified in their entirety by reference to the Company's Current Report on Form 8-K filed on
Item 3.02 Unregistered Sales of
The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this Item.
The issuance of the Shares, the Warrants and the Placement Agent Warrant was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act ("Regulation D"). The Company made this determination based on the representations that each party is an "accredited investor" within the meaning of Rule 501 of Regulation D and has access to information about the Company and its investment.
This Report is neither an offer to sell nor the solicitation of an offer to buy any securities. The securities have not been registered under the Securities Act and may not be offered or sold in
Item 9.01 Financial Statements and Exhibits
The exhibits listed in the Exhibit Index below are filed with this report.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Anthony Fiorino Anthony FiorinoChief Executive Officer