Item 1.01 Entry into a Material Definitive Agreement
On April 9, 2020, Trovagene, Inc. (the "Company") entered into a Securities
Purchase Agreement (the "Purchase Agreement") with Lincoln Park Capital Fund,
LLC (the "Purchaser"), pursuant to which the Company agreed to offer, issue and
sell to the Purchaser, (i) in a registered direct offering, an aggregate of
(a) 904,970 shares (the "Shares") of common stock, par value $0.0001 per share
("Common Stock") and (b) Series K pre-funded warrants (the "Series K Pre-Funded
Warrants") to purchase up to 255,000 shares (the "Series K Warrant Shares") of
the Company's common stock, par value $0.0001 per share (the "Common Stock"),
which will be exercisable immediately upon issuance for a period of five years
after the date of issuance, and (ii) in a concurrent private placement, Series L
warrants (the "Series L Warrants") to purchase up to 1,159,970 shares (the
"Series L Warrant Shares") of Common Stock, for aggregate gross proceeds to the
Company of approximately $1.084 million, before deducting estimated offering
expenses payable by the Company.
The combined purchase price for each Share, together with one Series L Warrant,
is $0.935. Each Series L Warrant shall be exercisable beginning on the six-month
anniversary of the date of issuance and for a period of five years after such
date (or five-and-a-half years after the issuance date), at an exercise price of
$0.81 per Series L Warrant Share. The exercise price of the Series L Warrants
and the shares of the Company's Common Stock issuable upon the exercise of the
Series L Warrants (the "Series L Warrant Shares") will be subject to adjustment
in the event of any stock dividends and splits, reverse stock split,
recapitalization, reorganization or similar transaction, as described in the
Series L Warrants.
The aggregate exercise price of the Series K Pre-Funded Warrants ($0.935 per
Series K Warrant Share), except for a nominal exercise price of $0.01 per Series
K Warrant Share, will be pre-funded to the Company on the date of issuance of
the Series K Pre-Funded Warrants and, consequently, no additional consideration
(other than the nominal exercise price of $0.01 per Series K Warrant Share)
shall be required to be paid by the holder to effect any exercise of the Series
K Pre-Funded Warrants. The Company shall not be required to return or refund any
portion of such pre-paid aggregate exercise price of the Series K Pre-Funded
Warrants for any reason, including in the event such Series K Pre-Funded
Warrants shall not have been exercised prior to expiration. Each of the Series K
Pre-Funded Warrants and the Series L Warrants may be exercised on a "cashless"
basis under certain circumstances set forth in the warrants.
The Shares, Series K Pre-Funded Warrants and the Series K Warrant Shares
issuable upon exercise of the Series K Pre-Funded Warrants are being offered by
the Company pursuant to an effective shelf registration statement on Form S-3,
which was originally filed with the Securities and Exchange Commission on June
25, 2019, and was declared effective on July 1, 2019 (File No. 333-232321) (the
"Registration Statement").
The Series L Warrants and the Series L Warrant Shares have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), and are
instead being offered pursuant to the exemption provided in
Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
Per the terms of the Purchase Agreement, the Company has agreed to certain
restrictions on future stock offerings, including that during the 60-day period
following the closing, the Company will not issue (or enter into any agreement
to issue) any shares of Common Stock or Common Stock equivalents, subject to
certain exceptions.
The closing of the offering described above is subject to satisfaction of
specified customary closing conditions.
The foregoing summaries of the offerings, the securities to be issued in
connection therewith, the Purchase Agreement, the Series K Pre-Funded Warrants
and Series L Warrants do not purport to be complete and are qualified in their
entirety by reference to the definitive transaction documents. Copies of the
form of Purchase Agreement, the Form of Series K Pre-Funded Warrant and the
Form of Series L Warrant are attached hereto as Exhibits 10.1, 10.2 and 10.3,
respectively, and are incorporated herein by reference.
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Item 3.02 Unregistered Sales of Equity Securities
Please see the disclosure regarding the Series L Warrants and the Series L
Warrant Shares set forth under Item 1.01, which is incorporated by reference
into this Item 3.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP.
10.1 Securities Purchase Agreement, dated April 9, 2020, by and between
Trovagene, Inc. and the Purchaser.
10.2 Form of Series K Pre-Funded Warrant
10.3 Form of Series L Warrant
23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in
Exhibit 5.1 hereto).
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