The Common Shares and the Preferred Shares were offered and will be issued and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, set forth under Section 4(a)(2) of the Securities Act relating to sales by an issuer not involving any public offering and in reliance on similar exemptions under applicable state laws. Each Investor represented that it is an accredited investor and that it is acquiring the Common Shares, SeriesB-1 Shares and SeriesB-2 Shares, as applicable, for investment purposes only and not with a view to any resale, distribution or other disposition of such securities in violation of the Securities Act or any applicable state securities laws. Neither this Current Report on Form8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the securities described herein.
The Company expects to use the proceeds from the Private Placement for working capital and general corporate purposes, including to support commercialization of its pigmented lesion assay and to accelerate pipeline development.
The above descriptions of the material terms of the Private Placement, the Purchase Agreement, the Registration Rights Agreement, the SeriesB-1 Convertible Preferred Stock and the SeriesB-2 Convertible Preferred Stock do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, the Form of Registration Rights Agreement, the SeriesB-1 Certificate of Designation and the SeriesB-2 Certificate of Designation, which are filed as Exhibits 10.1, 10.2, 3.1 and 3.2, respectively, to this Current Report on Form8-K, or this Current Report, and which are incorporated herein by reference. The representations, warranties and covenants made by the Company in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, including, in some cases, for the purpose of allocating risk among the parties thereto, and should not be deemed to be a representation, warranty or covenant to investors. Moreover, such representations, warranties and covenants were made as of February 28, 2020. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of the Company’s affairs.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.
Item 8.01 Other Events.
On March 2, 2020, the Company issued a press release announcing the Private Placement. The full text of the press release issued in connection with the announcement of the Private Placement is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Neither the filing of the press release as an exhibit to this Current Report nor the inclusion in the press release of a reference to the Company’s website shall, under any circumstances, be deemed to incorporate the information available on the Company’s website into this Current Report. The information available at the Company’s website is not part of this Current Report or any other report filed by the Company with the SEC.
Forward Looking Statements
This Current Report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to: the proceeds, closing and use of proceeds of the Private Placement; the Stockholder Approval and the conversion of the Preferred Shares; the registration with the SEC for resale of the Common Shares and shares of Company common stock underlying the Preferred Shares; the commercialization of the Company’s pigmented lesion assay; and the rate of development of the Company’s product pipeline. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of the Company and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the ability of the Company and the Investors to satisfy the conditions to closing for the Private Placement; (2) the Company’s ability to obtain additional funding to develop and market its products; (3) the existence of favorable or unfavorable clinical guidelines for the Company’s tests; (4) the reimbursement of the Company’s tests by Medicare and private payors; (5) the ability of patients or healthcare providers to obtain coverage of or sufficient reimbursement for the Company’s products; (6) the Company’s ability to grow, manage growth and retain its key employees; (7) changes in applicable laws or regulations; (8) the
