| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 27, 2024, Vigil Neuroscience, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Aventis Inc. (the “Investor”), pursuant to which, among other things and subject to the terms and conditions specified therein, the Company agreed to issue an aggregate of 537,634 shares of its Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), at an as-converted price of $7.44 per share (the “Private Placement”) for gross proceeds of $40.0 million. The closing of the Private Placement is expected occur on or about July 1, 2024 (the “Closing Date”), subject to the satisfaction of customary closing conditions.
The Securities Purchase Agreement includes customary representations, warranties and covenants by the Company and the Investor. The Securities Purchase Agreement restricts the Investor’s ability to sell the Series A Preferred Stock for a period of ten months following the Closing Date, subject to customary exceptions for permitted transfers (the “Lock-Up Period”). In connection with the Private Placement, Vigil has granted Sanofi the right of first negotiation (“ROFN”) for an exclusive license, grant or transfer of rights to research, develop, manufacture and commercialize the Company’s small molecule TREM2 agonist program, including its clinical candidate, VG-3927.
Registration Rights
In connection with the Private Placement, the Company and the Investor agreed to certain registration rights for the resale of the Conversion Shares (as defined below). The Company agreed to file a registration statement registering the Conversion Shares (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) no later than 30 days prior to the last day of the Lock-Up Period (the “Filing Date”). The Company has agreed to keep the Registration Statement continuously effective until the earlier of (a) the date as of which the Registrable Shares (as defined in the Securities Purchase Agreement) have been sold pursuant to the Registration Statement and (b) the date as of which no Registrable Shares remain outstanding. The Company has also agreed to certain piggyback registration rights following the expiration of the Lock-Up Period allowing holders to include their unregistered Conversion Shares in underwritten secondary offerings that the Company undertakes on behalf of holders of the Company’s common stock, par value $0.0001 (the “Common Stock”).
The Company has granted the Investor customary indemnification rights in connection with the Registration Statement. The Investor has also granted the Company customary indemnification rights in connection with the Registration Statement.
The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Pursuant to the Private Placement described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, on July 1, 2024, the Company intends to sell the Series A Preferred Stock to an “accredited investor,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), based in part upon the representations of the Investor in the Securities Purchase Agreement, in reliance on exemptions from registration afforded by Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act, and corresponding provisions of state securities or “blue sky” laws. The sale of the Securities did not involve a public offering and was made without general solicitation or general advertising. The Investor represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, acquiring the Series A Preferred Stock for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Series A Preferred Stock and the Conversion Shares have not been registered under the Securities Act or any state securities laws and such securities may not be offered or sold in the United States absent registration, or an exemption from registration, under the Securities Act and any applicable state securities laws.
