Item 1.01 Entry into a Material Definitive Agreement.
On
The Company intends to use the net proceeds from the Exercise Transaction to fund the ongoing phase 2a clinical trial in acute otitis media, as well as for working capital and other general corporate purposes.
Under the Exercise Agreements, the Company also agreed to issue to the Holders
new warrants to purchase up to 6,898,224 shares of the Company's common stock at
an exercise price of
The shares of common stock underlying the Warrants are registered for offer and sale under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's effective registration statement on Form S-1 (File No. 333-232011).
The Private Placement Warrants and the shares of common stock underlying the Private Placement Warrants were sold and issued without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors.
The foregoing descriptions of the Exercise Agreements and the Private Placement
Warrants are not complete and are qualified in their entirety by references to
the full text of Form of Exercise Agreement and the Form of Private Placement
Warrant, which are filed as exhibits to this report and are incorporated by
reference herein. For further discussion of the terms of the Warrants, see the
Company's Current Report on Form 8-K, filed with the
The Company also granted to Wainwright and its designees warrants to purchase up
to 344,911 shares of common stock representing 5.0% of the aggregate number of
shares of common stock issued in the Exercise Transaction (the "Placement Agent
Warrants"). The Placement Agent Warrants will have substantially the same terms
as the Private Placement Warrants, except that the Placement Agent Warrants will
have an exercise price equal to
Item 3.02Unregistered Sales of
The information contained above in Item 1.01 of this Report regarding the Private Placement Warrants, the shares of common stock issuable upon exercise of the Private Placement Warrants, the Placement Agent Warrants and the shares of common stock issuable upon exercise of the Placement Agent Warrants are incorporated by reference into this Item 3.02.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
4.1 Form of Private Placement Warrant 10.1 Form of Warrant Exercise Agreement by and betweenNovus Therapeutics, Inc. and the Holders named therein
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