Item 1.01. Entry into a Material Definitive Agreement.
On
The securities are being offered and sold pursuant to the Company's effective
shelf registration statement on Form S-3 (File No. 333-230535) filed with the
The Company estimates that the net proceeds from the sale of the common stock
and warrants will be approximately
The closing of the Offering took place on
The Placement Agency Agreement contains customary representations, warranties
and covenants by the Company, customary conditions to closing, indemnification
obligations of the Company and the Placement Agent, including for liabilities
under the Securities Act of 1933, as amended, other obligations of the parties
and termination provisions. The representations, warranties and covenants
contained in the Placement Agency Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of the parties
to such agreement, and may be subject to limitations agreed upon by the
contracting parties. The Placement Agency Agreement provides that we will agree,
subject to certain exceptions, for a period of 90 days after the date of the
Placement Agency Agreement, that we will not offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of capital stock of
the Company or any securities convertible into or exercisable or exchangeable
for shares of capital stock of the Company
The Company has agreed, subject to certain conditions, limitations and exceptions, to provide Kingswood with a right of first refusal to act as the sole investment banker, sole book-runner, and/or sole placement agent, at the Kingswood sole discretion, for each and every future public and private equity offering during the period of 6 months after the date the Offering is completed.
In furtherance of the offering, on
The foregoing description of the material terms of the Placement Agency Agreement, the warrant agency agreement and form of warrant is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed herewith as Exhibits 10.1, 10.2 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of
This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
Item 8.01 Other Events.
The Company issued a press release on
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant 5.1 Opinion ofAnthony L.G., PLLC . 10.1 Placement Agency Agreement, datedJuly 28, 2020 , by and between the Company andKingswood Capital Markets 10.2 Warrant Agency Agreement, datedJuly 30, 2020 , by and betweenNemaura Medical Inc. andNevada Agency & Trust Company 23.1 Consent ofAnthony L.G., PLLC (included in Exhibit 5.1) 99.1 Press Release issuedJuly 28, 2020
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