UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2020
PLUS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation) | 001-34375 (Commission File Number) | 33-0827593 (IRS Employer
Identification No.) |
|
4200 Marathon Blvd., Suite 200, Austin, Texas 78756 (Address of principal executive offices, with zip code) |
(737) 255-7194
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.001 | PSTV | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03Material Modification to Rights of Security Holders.
Amendment of Underwriter Warrants
As previously disclosed, on September 24, 2019, Plus Therapeutics, Inc. (the “Company”) issued a total of 75,000 Series U warrants to H.C. Wainwright & Co., LLC, (“Wainwright”) as representatives of the underwriters of the Company’s public offering completed on September 25, 2019 (“Underwriter Warrants”). The Underwriter Warrants have a five year term from the issuance date and an exercise price of $6.25 per share of the Company’s common stock.
On September 29, 2020, the Company entered into agreements with Wainwright to amend the terms of the Underwriter Warrants (the “Underwriter Warrant Amendments”). The Underwriter Warrant Amendments modify the terms of the Underwriter Warrants to: (i) limit the Company’s obligation to make cash payments to Wainwright upon certain fundamental transactions and (ii) establish an exercise price of $2.81 per share.
The foregoing summary and description of the Underwriter Warrant Amendments do not purport to be complete and are qualified in their entirety by reference to the complete text of such document, a form of which is filed as Exhibit 4.1 attached hereto and which is incorporated herein by reference.
SIGNATURES
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.
Date: October 5, 2020
PLUS THERAPEUTICS, INC.
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By: | /s/ Marc H. Hedrick, M.D. |
| Marc H. Hedrick, M.D. President and Chief Executive Office |
