Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2024, Virios Therapeutics, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”) in connection with the issuance and sale by the Company in a public offering of 8,500,000 shares of the Company’s common stock, par value $0.0001 at a public offering price of $0.20 per share (the “Offering”), less placement agent fees and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-263700) and a related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2024. The closing of the Offering is expected to occur on or about May 22, 2024, subject to the satisfaction of customary closing conditions.
The Company engaged Maxim Group LLC as the Company’s sole placement agent for the Offering pursuant to the Placement Agency Agreement. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash placement fee equal to 8.0% of the gross proceeds of the Offering, plus reimbursement of certain expenses and legal fees up to $75,000. The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Placement Agency Agreement were made only for purposes of such agreements and as of a specific date, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Placement Agency Agreement is not complete and is qualified in its entirety by reference to the full text of the Placement Agency Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Duane Morris LLP, counsel to the Company, has issued an opinion to the Company, dated May 20, 2024, regarding the validity of the shares of common stock to be issued and sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On May 19, 2024, the Company issued a press release announcing that it priced a public offering of its common stock. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
