Item 1.01. Entry into a Material Definitive Agreement.
On June 19, 2014, CollabRx, Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with Aegis Capital Corp. as underwriter
(the "Underwriter"), relating to an underwritten public offering, for the
issuance and sale of 913,500 shares (the "Shares") of the Company's common stock
(the "Common Stock"). The price to the public in this offering is $2.00 per
share, and the Underwriter has agreed to purchase the shares from the Company
pursuant to the Underwriting Agreement at a price of $1.86 per share. The
estimated gross public offering proceeds will be approximately $1.8 million. The
Company expects the net proceeds from the sale of the Shares to be approximately
$1.5 million, after deducting the underwriting discount and estimated offering
expenses payable by the Company. The offering is expected to close on or about
June 25, 2014, subject to customary closing conditions contained in the
Underwriting Agreement. In addition, the Company granted to the Underwriter
under the terms of the Underwriting Agreement, an option, exercisable for 45
days, to purchase up to an additional 137,025 shares of its Common Stock under
the same terms and conditions solely to cover over-allotments, if any.
The offering is being made pursuant to the prospectus supplement dated June 17,
2014 and an accompanying prospectus dated February 3, 2014, pursuant to our
existing effective shelf registration statement on Form S-3 (Registration No.
In connection with the offering, the Company will issue to the Underwriter a
warrant (the "Underwriter's Warrant") to purchase 27,405 shares of Common Stock,
at an exercise price of $2.50 per share, as part of the Underwriter's
compensation. The Underwriter's Warrant will become exercisable on the date that
is one year following the closing of the offering, until the date that is five
years from the closing of the offering.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriter, including for liabilities under
the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and
as of specific dates, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the contracting
parties. Subject to certain exceptions, the Company and all of the Company's
directors and executive officers also agreed to not sell or transfer any Common
Stock of the Company for 90 days after June 19, 2014 without first obtaining the
consent of the Underwriter.
Copies of the Underwriting Agreement and the Underwriter's Warrant are attached
as Exhibits 1.1 and 4.1, respectively, to this report and are incorporated
herein by reference, and the foregoing descriptions of the Underwriting
Agreement and the Underwriter's Warrant do not purport to be complete and are
qualified in their entirety by reference to such exhibits. A copy of the opinion
of Goodwin Procter LLP relating to the legality of the issuance and sale of the
Shares in the offering is attached as Exhibit 5.1 hereto.
Item 9.01. Exhibits.
1.1 Underwriting Agreement, dated June 19, 2014
4.1 Form of Common Stock Purchase Warrant
5.1 Opinion of Goodwin Procter LLP
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
99.1 Press Release dated June 19, 2014, regarding pricing of public offering