Item 1.01 Entry into a Material Definitive Agreement.
On
The Company intends to use the aggregate net proceeds of the offering primarily for general corporate purposes, which include, without limitation, expenditures relating to research, development and clinical trials relating to the Company's products and product candidates, manufacturing, capital expenditures, hiring additional personnel, acquisitions of new technologies or products, the payment, repayment, refinancing, redemption or repurchase of existing or future indebtedness, obligations or capital stock, and working capital. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option for a period of 30 days to purchase up to an additional 6,081,081 shares of Common Stock from the Company at the public offering price per Share, after deducting the underwriting discounts and commissions, to cover over-allotments, if any.
The Company expects to receive net proceeds of approximately
The Underwriting Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement, certain officers and directors of the Company have entered into "lock-up" agreements, subject to certain exceptions, with the Underwriters that generally prohibit the sale, transfer, or other disposition of securities of the Company for a period of 60 days from the date of the Underwriting Agreement.
The Offering is being made pursuant to the Company's effective "shelf"
registration statement on Form S-3 and an accompanying prospectus (Registration
No. 333-226100) filed with the
A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current
Report on Form 8-K, and is incorporated herein by reference. The foregoing
description of the material terms of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by reference to such exhibit,
which is incorporated by reference. A copy of the legal opinion of
The provisions of the Underwriting Agreement, including the representations and
warranties contained therein, are not for the benefit of any party other than
the parties to such agreement and are not intended as a document for investors
or the public to obtain factual information about the current state of affairs
of the parties to that document. Rather, investors and the public should look to
other disclosures contained in the Company's filings with the
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties, such as statements related to the anticipated closing
of the Offering and the amount of proceeds expected from the Offering. The risks
and uncertainties involved include the Company's ability to satisfy certain
conditions to closing on a timely basis or at all, as well as other risks
detailed from time to time in the Company's filings with the
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Exhibit Description 1.1 Underwriting Agreement, datedJanuary 29, 2021 , by and betweenAdamis Pharmaceuticals Corporation andRaymond James & Associates, Inc. , as representative of the underwriters named therein 5.1 Opinion of Weintraub Tobin Chediak Coleman Grodin 23.1 Consent of Weintraub Tobin Chediak Coleman Grodin (included in Exhibit 5.1) 99.1 Press release datedJanuary 28, 2021 99.2 Press release datedJanuary 29, 2021
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