| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 20, 2020, the registration statement (File No. 333-249171) (the “Registration Statement”) relating to the initial public offering (“IPO”) of Sarissa Capital Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
| | • | | An Underwriting Agreement, dated October 20, 2020, by and between the Company and Cantor Fitzgerald & Co. (“Cantor”), as representative of the underwriters; |
| | • | | A Warrant Agreement, dated October 20, 2020, by and between the Company and Continental Stock Transfer & Trust Company; |
| | • | | An Investment Management Trust Agreement, dated October 20, 2020, by and between Continental Stock Transfer & Trust Company and the Company; |
| | • | | A Registration and Shareholder Rights Agreement, dated October 20, 2020, by and among the Company, Sarissa Capital Acquisition Sponsor LLC (the “Sponsor”) and Cantor; |
| | • | | A Private Placement Warrants Purchase Agreement, dated October 20, 2020, by and between the Company and the Sponsor; |
| | • | | A Private Placement Warrants Purchase Agreement, dated October 20, 2020, by and between the Company and Cantor; |
| | • | | Indemnity Agreements, dated October 20, 2020, by and among the Company and each of the directors and officers of the Company; |
| | • | | An Administrative Services Agreement, dated October 20, 2020, between the Company and the Sponsor; and |
| | • | | A Letter Agreement, dated October 20, 2020, by and among the Company, the Sponsor and the Company’s officers and directors. |
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 4.4, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9 respectively.
On October 23, 2020, the Company consummated the IPO of 20,000,000 units (the “Units”), including the issuance of 2,500,000 Units as a result of Cantor’s partial exercise of its over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Ordinary Share”), and one-third of one redeemable warrant (“Warrant”) entitling its holder to purchase one Class A ordinary share at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.
As of October 23, 2020, a total of $200,000,000 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of October 23, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.
| Item 3.02. | Unregistered Sales of Equity Securities. |
Simultaneously with the closing of the IPO, the Company consummated the private placement (“Sponsor Private Placement”) with the Sponsor of an aggregate of 3,333,333 warrants (“Sponsor Private Warrants”) to purchase 3,333,333 Class A ordinary shares, each at a price of $1.50 per Sponsor Private Warrant, generating total proceeds of $5,000,000.
Simultaneously with the closing of the IPO, the Company also consummated the private placement (“Cantor Private Placement” and together with Sponsor Private Placement, “Private Placement”) with Cantor of an aggregate of 666,667 warrants (the “Cantor Private Warrants” and together with Sponsor Private Warrants, “Private Warrants”) to purchase 666,667 Class A ordinary shares, each at a price of $1.50 per Cantor Private Warrant, generating total proceeds of $1,000,000.
