Item 1.01 Entry into a Material Definitive Agreement.
Upon the satisfaction of the conditions set forth in the Purchase Agreement, including the Registration Statement being declared effective by the
The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions by, among and for the benefit of the parties. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company's Common Stock. The Purchase Agreement may be terminated by the Company at any time at the Company's discretion without any cost to the Company. The proceeds received by the Company under the Purchase Agreement are expected to be used to fund the Company's clinical activities, including the conclusion of its phase 1 AMD and SMD trials and initiation of phase 1 MMD trials and phase 2 AMD and SMD clinical trials, for the advancement of its pre-clinical assets including its other ocular programs, and for general corporate purposes.
In consideration for entering into the Purchase Agreement, the Company issued to LPC 10,600,707 shares of the Company's Common Stock as a commitment fee (the "Commitment Shares"). The Commitment Shares have been issued in reliance on an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof, and will be registered for resale on the registration statement that the Company must file pursuant to the Purchase Agreement and the Registration Rights Agreement.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock 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 other jurisdiction.
The foregoing description of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, a copy of each of which is attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The issuance and sale of the shares of Common Stock by the Company to LPC pursuant to the Purchase Agreement is exempt from registration pursuant to Section 4(a)(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering was made to one entity who is an accredited investor and transfer of any securities sold under the Purchase Agreement is restricted pursuant to the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 10.1 Purchase Agreement, dated as of
June 27, 2014, by and between the Company and Lincoln Park Capital Fund, LLC. 10.2 Registration Rights Agreement, dated as of June 27, 2014, by and between the Company and Lincoln Park Capital Fund, LLC. 3