Item 1.01 Entry into a Material Definitive Agreement.
The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and Roth, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions.
Pursuant to the Placement Agent Agreement, subject to certain exceptions, (i) the Company agreed not to sell or otherwise dispose of any shares of Common Stock for a period ending 30 days after the date of the final prospectus relating to the offering and (ii) the Company's officers and directors agreed not to sell or otherwise dispose of any of the Common Stock held by them for a period ending 90 days after the date of such final prospectus, in each case, without first obtaining Roth's written consent.
The representations, warranties and covenants contained in the Placement Agent Agreement and the Subscription Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreement, may be subject to limitations agreed upon by the contracting parties, and should not be relied upon by anyone other than the parties thereto.
The offering of Common Stock is being made pursuant to a prospectus supplement dated
Copies of the form of Subscription Agreement and the Placement Agent Agreement are attached as Exhibits 10.01 and 10.02, respectively, and are incorporated herein by reference. The foregoing descriptions of the Subscription Agreements and the Placement Agent Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to such exhibits. A prospectus supplement relating to the offering will be filed with the
2 Item 8.01 Other Events.
Certain statements in this Current Report on Form 8-K are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include statements about the expected settlement of the sale and purchase of securities described herein and the Company's receipt of net proceeds therefrom. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company's expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the Company's ability to satisfy applicable closing conditions under the Placement Agent Agreement and/or the Subscription Agreements. Additional factors that could cause actual results to differ materially from those stated or implied by the Company's forward-looking statements are disclosed in the prospectus supplement and accompanying prospectus relating to the offering and the Company's reports filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 5.1 Opinion of
Sichenzia Ross Friedman Ference LLP10.01 Form of Subscription Agreement, dated July 11, 2014between Tonix Pharmaceuticals Holding Corp.and the investors named therein 10.02 Placement Agent Agreement, dated July 11, 2014between Tonix Pharmaceuticals Holding Corp.and Roth Capital Partners, LLC99.1 Press Release, dated July 11, 2014, issued by Tonix Pharmaceuticals Holding Corp.4