Item 1.01 Entry Into a Material Definitive Agreement
Purchase and Registration Rights Agreements
On
Additionally, on
In connection with the Purchase Agreement, the Company entered into an
introducing broker agreement with
Upon entering into the Purchase Agreement, the Company sold 759,109 shares of
common stock to Lincoln Park as an initial purchase for a total purchase price
of
In addition, at any time following the twentieth business day after the
Commencement Date, the Company has the option to direct Lincoln Park to purchase
up to an additional
Beginning on the Commencement Date and for a period of 24 months thereafter,
under the terms and subject to the conditions of the Purchase Agreement, from
time to time, at the Company's discretion, the Company has the right, but not
the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to
purchase, up to an additional
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In addition to Regular Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases on the terms and subject to the conditions set forth in the Purchase Agreement. Lincoln Park has no right to require the Company to sell any common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to conditions and limitations set forth in the Purchase Agreement.
The Purchase Agreement also prohibits the Company from directing Lincoln Park to
purchase any shares of common stock if those shares, when aggregated with all
other shares of common stock then beneficially owned by Lincoln Park and its
affiliates, would result in
Under applicable rules of The Nasdaq Capital Market, the Company may not issue or sell to Lincoln Park under the Purchase Agreement more than 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement (or 4,210,684 shares, based on 21,063,954 shares outstanding immediately prior to the execution of the Purchase Agreement), unless (i) stockholder approval is obtained or (ii) the issuances and sales of common stock pursuant to the Purchase Agreement are not deemed to be "below market" in accordance with the applicable rules of Nasdaq.
The Company may elect to terminate the Purchase Agreement at any time, without any cost or penalty. The Purchase Agreement does not include any of the following: limitations on the Company's use of amounts it receive as the purchase price for shares of common stock sold to Lincoln Park; financial or business covenants; restrictions on future financings (other than restrictions on its ability to enter into a "Variable Rate Transaction" as defined in the Purchase Agreement); rights of first refusal; participation rights or penalties.
The Company's net proceeds under the Purchase Agreement will depend on the
frequency of sales and the number of shares sold to Lincoln Park and the prices
at which the Company sells shares to Lincoln Park. The Company expects that any
net proceeds it receives from such sales to Lincoln Park will be used for
general corporate purposes, including working capital. As consideration for
Lincoln Park's commitment to purchase up to
The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and each of which is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there be any sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 3.02 Unregistered Sale of
The information contained above in Item 1.01 is incorporated by reference into
this Item 3.02. Based in part upon the representations of Lincoln Park in the
Purchase Agreement, the offering and sale of the issuance of the securities to
Lincoln Park under the Purchase Agreement is exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of
Regulation D thereunder. Lincoln Park represented that it is an accredited
investor, as such term is defined in Rule 501(a)(3) of Regulation D under the
Securities Act of 1933, as amended, and that it is acquiring the shares for its
own account and not with a view to any resale, distribution or other disposition
of such securities in violation of the
Item 9.01 Financial Statements and Exhibits
Exhibits Exhibit No. Description 10.1 Purchase Agreement, dated as ofAugust 2, 2021 , betweenAmesite Inc. andLincoln Park Capital Fund, LLC 10.2 Registration Rights Agreement, dated as ofAugust 2, 2021 , betweenAmesite Inc. andLincoln Park Capital Fund, LLC -2-
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