Introductory Comment – Use of Terminology
Throughout this Current Report on Form8-K, the terms “the Company,” “we” and “our” refer to Tyme Technologies, Inc., a Delaware corporation, together with its subsidiaries (“Tyme”). Terms used, but not otherwise defined in the Items below, have the meanings assigned to them in the applicable agreement.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 20, 2020, the Company entered into exchange agreements with holders (the “Holders”) of warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which warrants were issued on April 2, 2019 (the “Existing Warrants”). The Existing Warrants were offered and issued pursuant to the Company’s Registration Statement on FormS-3 (RegistrationNo. 333-211489), which was declared effective by the Securities and Exchange Commission on August 16, 2017, a base prospectus dated August 16, 2017 and a prospectus supplement dated March 28, 2019 (the “Registration Statement”).
Pursuant to exchange agreements (the “Share Exchange Agreements”) with Holders of Existing Warrants to purchase 5,833,333 shares of Common Stock in the aggregate, the Company issued an aggregate of 2,406,250 shares of Common stock (the “Exchange Shares”) in exchange for such Existing Warrants. Concurrently therewith, each such Holder has executed and delivered to the Company aleak-out agreement (a “ShareLeak-Out Agreement”) that contains trading restrictions with respect to the Exchange Shares, which (i) for the first 90 days, prohibit any sales of Exchange Shares, (ii) for the subsequent 90 days, limit sales of Exchange Shares on any day to 2.5% of that day’s trading volume of Common Stock, and (iii) prohibit new short positions or short sales on Common Stock for the combined 180 day period.
The Company also entered into an exchange agreement (the “Warrant Exchange Agreement”) with another Holder of Existing Warrants to purchase 2,166,667 shares of Common Stock in the aggregate. Pursuant to the Warrant Exchange Agreement, the Company issued such Holder a new warrant (the “New Warrant”) to purchase the same number of shares of Common Stock. The New Warrant has the same expiration date, April 2, 2024, as the Existing Warrants, but has an exercise price of $1.80 and does not include the price protection, anti-dilution provisions or other restrictions on Company action from the Existing Warrants. Concurrently therewith, such Holder has executed and delivered to the Company aleak-out agreement (the “WarrantLeak-Out Agreement”) that contains trading restrictions on sales of Common Stock issued upon exercise of the New Warrant that are substantially similar to the restrictions on Exchange Shares in the ShareLeak-Out Agreement, provided that the leak-out restrictions will only apply to the first 893,750 shares of Common Stock issued pursuant to the New Warrant.
The exchanges under the Share Exchange Agreements and Warrant Shares Agreement were made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. After such exchanges, no Existing Warrants remained outstanding.
The foregoing description of these agreements do not purport to be complete and are qualified in their entirety by the full text of the forms of New Warrant, Share Exchange Agreements, Warrant Exchange Agreement, ShareLeak-Out Agreements and WarrantLeak-Out Agreement, which are attached to this Current Report on Form8-K as Exhibit 4.1, 10.1, 10.2, 10.3, and 10.4 respectively, and are incorporated herein by reference. The information in this Item 1.01 regarding the Warrant Exchange Agreements shall supplement the prospectus supplement dated March 28, 2019 to the Registration Statement.
| Item 2.02 | Results of Operations and Financial Conditions |
On May 20, 2020, Tyme released financial information for the year and fourth quarter ended March 31, 2020. The press release related to the Company’s earnings is attached as Exhibit 99.1.
| Item 3.02 | Unregistered Sale of Securities |
The disclosure set forth above in Item 1.01 is incorporated herein to this Item 3.02.
