Item 1.01 Entry Into a Material Definitive Agreement
On
In a concurrent private placement (the "Private Placement"), the Company agreed
to issue to the Purchasers, for each share of Common Stock purchased in the
Offering, a common warrant to purchase one share of Common Stock (the "Common
Warrants"). The Common Warrants are exercisable immediately upon issuance and
terminate two years following issuance. The Common Warrants have an exercise
price of
The Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), are not being offered pursuant to the Registration Statement, and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
In the Purchase Agreement, we agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or any securities convertible into or exercisable or exchangeable for our common stock for a period of 10 trading days following the date of the Purchase Agreement. In addition, we agreed not to effect or enter into an agreement to effect any issuance of common stock or common stock equivalents involving a variable rate transaction, as defined in the Purchase Agreement, for a period of eighteen months following the closing of the Offering, subject to certain exceptions.
The closing of the Offering and the Private Placement is subject to satisfaction
of customary closing conditions set forth in the Purchase Agreement and is
expected to occur on or about
The Company currently intends to use these net proceeds for working capital and general corporate purposes.
The description of terms and conditions of the form of Purchase Agreement and the form of Common Warrant set forth herein do not purport to be complete and are qualified in their entirety by the full text of the form of Purchase Agreement and the form of Common Warrant, which are attached hereto as Exhibits 10.1 and 4.1.
Item 3.02 Unregistered Sales of
The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The disclosure schedules to the Purchase Agreement contain, among other things, the following information:
SBA Loan
On
COVID-19 Developments
The Company has an ongoing Phase 2 clinical study of Pulmazole which was
initiated in 2019, with top-line data for this study is presently anticipated
mid-2021, and it plans to initiate a Phase 1b study of PUR1800 in stable
moderate-severe COPD patients in the second half of 2020. However, both such
studies could be materially affected by the coronavirus pandemic, which could
result in a delay or indefinite suspension of the trials. The Company conducts
its clinical trials within multiple geographies including
Eleven out of 21 institutions which are the Company's clinical sites recently
suspended enrollment in the trial due to issues associated with coronavirus and
additional institutions may follow. Additionally, if the trial participants are
unable to travel to the Company's clinical trial sites as a result of
quarantines or other restrictions resulting from the coronavirus, the Company
may experience higher drop-out rates or delays in its clinical trials.
Government-imposed quarantines and restrictions may also require the Company to
temporarily terminate the Company's clinical sites. Furthermore, if the Company
determines that the Company's trial participants may suffer from exposure to
coronavirus as a result of their participation in its clinical trials, the
Company may voluntarily terminate certain clinical sites as a safety measure
until the Company reasonably believes that the likelihood of exposure has
subsided. As a result, the expected development timeline for Pulmazole and
PUR1800 may be negatively impacted. To the extent that the coronavirus pandemic
adversely affects the Company's ability to obtain additional future capital, the
Company may be unable to complete its planned preclinical and clinical trials or
obtain approval of any product candidates from the
The Company does not yet know the full extent of potential delays or impact on its business, its relationship with its business partners, its clinical trials or the global economy as a whole. However, any one or a combination of these events could have an adverse effect on the operation of and results from the Company's clinical trials and on the Company's other business operations.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Form of Common Warrant 10.1 Form of Securities Purchase Agreement 99.1 Press Release, datedApril 16, 2020
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