Pursuant to the Agreement, subject to certain exceptions, the Company, its directors and executive officers, and certain of its greater than 5% stockholders agreed not to offer, sell or otherwise dispose of any of the Common Stock held by them for a period commencing on the date of the Agreement and ending, in the case of the Company and its greater than 5% stockholders, three months from the date of the final prospectus filed with the SEC pursuant to Rule 424(b), and in the case of the Company’s directors and executive officers, six months from the date of the final prospectus filed with the SEC pursuant to Rule 424(b), without first obtaining the written consent of ThinkEquity.
Form of Representative’s Warrant Agreement
Pursuant to the Agreement, the Company agreed to issue and sell to the Representative an option to purchase an aggregate of 750,000 shares of Common Stock for an aggregate purchase price of $100 pursuant to a Representative’s Warrant Agreement (the “Representative’s Warrant Agreement”). The Representative’s Warrant Agreement shall be exercisable beginning June 15, 2022 at an initial exercise price of $3.75 per share of Common Stock and expires June 15, 2026.
General
The foregoing summaries of the offering and the terms of the Agreement and the form of the Representative’s Warrant Agreement are subject to, and qualified in their entirety by, such documents attached herewith as Exhibits 1.1 and 4.1, respectively, and are incorporated by reference herein.
A copy of the Company’s press release dated June 15, 2021 announcing the offering and pricing of the offering is attached as Exhibit 99.1 to this Current Report on Form 8-K.
This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus forming a part of the effective registration statement.
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions or the negative of these terms and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the Company’s current expectations and assumptions and include statements regarding the expected timing of the closing of the offering and the possible offering of additional shares. Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. One such uncertainty is that positive results from early clinical studies of the Company’s product candidates are not necessarily predictive of the results of later clinical studies and any current and future clinical trials of the Company’s product candidates. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, market conditions and the satisfaction of all conditions to, and the closing of, the offering, as well as those risk factors set forth from time to time in the Company’s filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021, including under the caption “Risk Factors.” Any forward-looking statement in this report speaks only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
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