| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 15, 2021, Vincerx Pharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”) pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate of 3,500,000 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price of $14.50 per share, for gross proceeds to the Company of $50.75 million (the “Private Placement”). The Private Placement is expected to close on or about September 20, 2021, subject to the satisfaction of customary closing conditions. Under the Purchase Agreement, the Company has agreed to use the net proceeds from the Private Placement for working capital and general corporate purposes.
In connection with the sale of the Common Stock in the Private Placement, the Company entered into a Registration Rights Agreement with the Investors, dated as of September 15, 2021 (the “Registration Rights Agreement”), pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Common Stock sold in the Private Placement. The Company has agreed to file the registration statement within 30 days of the closing of the Private Placement. The Registration Rights Agreement includes customary indemnification rights in connection with the registration statement.
Andrew I. McDonald, Ph.D., a member of the Company’s board of directors, is a founding partner of LifeSci Capital, LLC, a co-placement agent in the Private Placement.
The foregoing summary descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the Registration Rights Agreement, which are attached as Exhibits 10.1 and 4.1 hereto, respectively, and incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Purchase Agreement and the Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and the Registration Rights Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Pursuant to the Private Placement described in Item 1.01 above, which description is hereby incorporated by reference into this Item 3.02, the Company has agreed to sell the shares of Common Stock to be issued in the Private Placement to accredited investors in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). The Company will rely on this exemption from registration based in part on representations made by the Investors. SVB Leerink LLC acted as lead placement agent and LifeSci Capital, LLC and Cantor Fitzgerald & Co. acted as co-placement agents for the Company in connection with the Private Placement and will receive fees of approximately $3.0 million. The net proceeds to the Company from the Private Placement, after deducting the placement agent fees and other expenses payable by the Company, are expected to be approximately $47.5 million.
The securities to be sold in the Private Placement have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto shall constitute an offer to sell or the solicitation of an offer to buy shares of Common Stock or any other securities of the Company.
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