Item 1.01 Entry into a Material Definitive Agreement
On
Public Offering of Common Shares and Prefunded Series B Warrants
We have agreed to sell and issue to the Investors 493,027 shares of our common
stock (the "Common Shares") and pre-funded Series B warrants to purchase up to
22,438 shares of our common stock (the "Pre-funded Warrants") pursuant to our
registration statement on Form S-3 (File No. 333-225377), which was declared
effective by the
Each Pre-funded Warrant is immediately exercisable on the date of issuance,
expires five years from the date of issuance and has an unpaid exercise price of
Private Placement of Series A Warrants
We have agreed to sell and issue to the Investors Series A Warrants (the
"Private Warrants") to purchase an aggregate of 515,465 shares of our common
stock in a private placement pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended, and Regulation D promulgated thereunder. Each Private
Warrant is exercisable on the six month and one day anniversary of the issuance
date, expires five years from the date of issuance and has an exercise price of
The Series A Warrants may be exercised for cash, provided that, if there is no effective registration statement available registering the exercise of the Series A Warrants, the Series A Warrants may be exercised on a cashless basis. We anticipate that we will file a registration statement covering the shares of common stock issuable upon the exercise of the Series A Warrants prior to the time the Series A Warrants become exercisable.
Additional Terms of Pre-Funded Warrants and Series A Warrants
Limitations on Exercise
Each holder of Pre-Funded Warrants or Series A Warrants, as applicable, will be prohibited, subject to certain exceptions, from exercising the Pre-Funded Warrants and Series A Warrants for shares of our common stock to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 4.99% or 9.99% (which percentage is elected at each holder's discretion prior to the issuance of the Pre-Funded Warrant or Series A Warrant) of the total number of shares of our common stock then issued and outstanding, which percentage may be changed at the holders' election to a higher or lower percentage not in excess of 9.99% upon 61 days' notice to the Company subject to the terms of the Pre-Funded Warrant or Series A Warrant, as applicable.
Fundamental Transactions
The Pre-Funded Warrants and Series A Warrants prohibit us from entering into specified transactions involving a change of control, unless the successor entity assumes all of our obligations under the Pre-Funded Warrants or Series A Warrants under a written agreement before the transaction is completed. The Pre-Funded Warrants and Series A Warrants are also subject to redemption by the Company in cash upon a fundamental transaction at the black-scholes value of the Pre-Funded Warrants and Series A Warrants, as applicable.
Placement Agent Agreement
The Company has engaged
The foregoing summary of each of the Purchase Agreement, the Pre-funded Warrants, the Private Warrants and the Placement Agreement is qualified in its entirety by reference to the full text of such documents, copies of which are filed herewith as Exhibit 10.1-10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Number Description 10.1 Form of Securities Purchase Agreement dated as ofApril 2, 2020 by and amongSigma Labs, Inc. and the Investors 10.2 Form of Pre-Funded Warrant 10.3 Form of Private Warrant 10.4 Placement Agency Agreement dated as ofApril 2, 2020 between the Company and Dawson James 99.1 Press Release issuedApril 3, 2020
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