Item 1.01 Entry into a Material Definitive Agreement.
On November 12, 2021, Tricida, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Offering”) an aggregate of 4,666,667 shares (the “Shares”) of its common stock, $0.001 par value per share (“Common Stock”) at $6.00 per share, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,333,333 shares of Common Stock (the “Pre-Funded Warrant Shares”), common warrants (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) to purchase up to 7,000,000 shares of Common Stock (the “Common Warrants Shares” and, together with the Pre-Funded Warrant Shares, the “Warrant Shares,” and the Warrant Shares together with the Shares and the Warrants, the “Securities”). The Pre-Funded Warrants were issued at a price of $6.00 per share of Common Stock purchasable and have an exercise price of $0.001. The Common Warrants have an exercise price of $11.00 per share of Common Stock.
The Company is expected to receive net proceeds of approximately $41.4 million in connection with the Offering, before deducting related offering expenses. The Company intends to use the net proceeds from the Offering to fund corporate operations, including the VALOR-CKD renal outcomes trial. The net proceeds from the Offering are expected to extend the Company’s financial runway into the first quarter of 2023. The Company estimates that the additional financial resources will enable it to conduct the previously announced administrative stop of the VALOR-CKD trial in the second quarter of 2022 and enable the accrual of primary endpoint events until approximately July 2022. Based on its historical rate of accrual of primary endpoint events of about 10 to 12 events per month, the Company believes that this date corresponds to approximately 240 to 255 primary endpoint events. Based on current estimates, the Company anticipates reporting topline results from the VALOR-CKD trial in the third quarter of 2022 and believes that, with the proceeds of the Offering, its financial resources will extend for approximately six months following the anticipated announcement of top-line results from the VALOR-CKD trial.
A holder (together with its affiliates) may not exercise any portion of the Warrants for Common Stock to the extent that the holder would own more than 9.99% (or, at the holder’s option, up to 19.99%) of the Company’s outstanding Common Stock immediately after exercise. If a holder of a Common Warrant would beneficially own in excess of the ownership threshold, the holder may exercise the Common Warrant for Pre-Funded Warrants at an exercise price of $11.00 per Pre-Funded Warrant.
The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until the earliest of the fifth anniversary date of the issuance of the Common Warrants, the date the Pre-Funded Warrants are exercised in full or immediately prior to the closing of a fundamental transaction, as described in the Pre-Funded Warrants. The Common Warrants may be exercised at any time on or after the date that is six months after the date of issuance until their expiration date, which will be the earliest of: (a) the third anniversary of the date of their issuance, (b) immediately prior to the closing of a fundamental transaction, as described in the Common Warrants, or (c) five business days following delivery by the Company of a written notice following the earliest of: (i) the date that is 30 days following the date of (re)submission of the Company’s new drug application for veverimer with the U.S. Food and Drug Administration, or (ii) the date that both of the following shall have occurred: (x) the expiration of six weeks following a press-release from the Company reporting the results of primary analysis of the VALOR-CKD trial and (y) one of the following: (1) the Company’s completion of a common stock financing resulting in not less than $75 million in gross proceeds at an offering price of not less than $13.50 per share, or (2) the volume-weighted average price (“VWAP”) of the Company’s common stock is greater than $15.00 per share for five consecutive trading days and the aggregate volume of shares during this period is or exceeds 5,000,000 shares, or (3) the VWAP of the Company’s common stock is greater than $15.00 per share for a period of fifteen consecutive trading days with an average daily trading volume of not less than 300,000 shares. Notwithstanding anything to the contrary, the Common Warrants will not expire before the date that is 187 calendar days after the date of their issuance.
