Item 1.01 Entry into a Material Definitive Agreement.
Registered Direct Offering
On August 2, 2021, Aridis Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), entered into a Securities Purchase Agreement (the "Purchase
Agreement") with an institutional investor named therein (the "Purchaser"),
pursuant to which the Company agreed to issue and sell, in a registered direct
offering (the "Offering"), 1,300,000 shares of its common stock, par value
$0.0001 per share (the "Common Stock"), pre-funded warrants to purchase up to an
aggregate of 3,647,556 shares of Common Stock (the "Pre-Funded Warrants"), and
warrants to purchase up to 2,473,778 shares of Common Stock (the "Warrants").
The combined purchase price of each share of Common Stock and accompanying
Warrant is $5.053 per share. The combined purchase price of
each Pre-Funded Warrant and accompanying Warrant is $5.052 (equal to the
combined purchase price per share of Common Stock and accompanying Warrant,
minus $0.001). The Purchase Agreement contains customary representations,
warranties, covenants and indemnification rights and obligations of the Company
and the Purchasers. The Offering closed on August 4, 2021.
The Company received gross proceeds of approximately $25.0 million in connection
with the Offering, before deducting placement agent fees and related offering
expenses. The net proceeds to the Company from the Offering, after deducting the
placement agent fees and expenses and the Company's estimated offering expenses,
was approximately $23.2 million.
Pursuant to the Purchase Agreement and subject to certain exceptions included
therein, the Company is prohibited from entering into any agreement to issue or
announcing the issuance or proposed issuance of any shares of Common Stock or
securities convertible or exercisable into Common Stock, or file any
registration statement or amendment or supplement thereto, for a period
commencing on August 2, 2021 and expiring 75 days from the closing date of the
The shares of Common Stock, the Warrants, the Pre-Funded Warrants and the shares
of Common Stock issuable thereunder, were offered by the Company pursuant to a
registration statement on Form S-3 (File No. 333-233601), which was filed with
the Securities and Exchange Commission (the "Commission") on September 3, 2019
and was declared effective by the Commission on September 5, 2019 (the
"Registration Statement"). A copy of the opinion, including the related consent,
of Sheppard, Mullin, Richter & Hampton LLP relating to the legality of the
issuance and sale of the securities in the Offering is attached as Exhibit 5.1
Terms of the Warrants and Pre-Funded Warrants
Each Warrant is exercisable for one share of Common Stock at an exercise price
of $5.00 per share. The Warrants are immediately exercisable and will expire
seven years from the original issuance date, or August 4, 2028.
The Pre-Funded Warrants were offered in lieu of shares of Common Stock to the
Purchaser whose purchase of shares of Common Stock in the Offering would
otherwise result in the Purchaser, together with its affiliates and certain
related parties, beneficially owning more than 4.99% (or, at the election of the
Purchaser, 9.99%) of the Company's outstanding Common Stock immediately
following the consummation of this Offering. Each Pre-Funded Warrant is
exercisable for one share of Common Stock at an exercise price of $0.001 per
share. The Pre-Funded Warrants are immediately exercisable and may be exercised
at any time until all of the Pre-Funded Warrants are exercised in full.
A holder (together with its affiliates) may not exercise any portion of the
Warrant or Pre-Funded Warrant, as applicable, to the extent that the holder
would own more than 4.99% (or, at the holder's option upon issuance, 9.99%) of
the Company's outstanding Common Stock immediately after exercise, as such
percentage ownership is determined in accordance with the terms of the Warrant
or Pre-Funded Warrant, as applicable.
In lieu of making the cash payment otherwise contemplated to be made to the
Company upon exercise of a Warrant in payment of the aggregate exercise price,
the holder may elect instead to receive upon such exercise (either in whole or
in part) the net number of shares of Common Stock determined according to a
formula set forth in the Warrants, provided that such cashless exercise shall
only be permitted if the Registration Statement (defined below) is not effective
at the time of such exercise or if the prospectus to which the Registration
Statement is a part is not available for the issuance of shares of Common Stock
to the Warrant holder. In lieu of making the cash payment otherwise contemplated
to be made to the Company upon exercise of a Pre-Funded Warrant in payment of
the aggregate exercise price, the holder may elect instead to receive upon such
exercise (either in whole or in part) the net number of shares of Common Stock
determined according to a formula set forth in the Pre-Funded Warrants.
Placement Agent Compensation
Pursuant to an engagement agreement, dated as of July 30, 2021 (the "Engagement
Letter"), the Company engaged H.C. Wainwright & Co., LLC as its exclusive
placement agent (the "Placement Agent") in connection with the Offering. The
Placement Agent agreed to use its reasonable best efforts to arrange for the
sale of the securities in the Offering. The Company agreed to pay to the
Placement Agent a cash fee of 6.0% of the aggregate gross proceeds raised in the
The Company has also agreed to pay the Placement Agent non-accountable expenses
of $50,000 and, certain closing fees of $15,950.
The Company also agreed to pay the Placement Agent, subject to certain
exceptions, a tail fee equal to the cash compensation in this Offering with
respect to any public or private offering or other financing or capital-raising
transaction of any kind to the extent that such financing or capital is provided
to the Company by the Purchaser, if such financing is consummated during
the nine-month period following the termination or expiration of the Engagement
The Company is issuing 634,600 shares of unregistered Common Stock to certain of
the investors in the Company's October 2020 offering pursuant to Section 4(v) of
the Securities Purchase Agreement dated October 13, 2020 between the Company and
the purchasers identified on the signature pages thereto, as amended on
February 25, 2021 and the Company's March 2021 offering pursuant to Section 4.13
of the Securities Purchase Agreement dated March 15, 2021 (the "Anti-Dilution
The foregoing summaries of the Purchase Agreement, the Warrants, and
the Pre-Funded Warrants do not purport to be complete and are subject to, and
qualified in their entirety by, the forms of such documents attached as Exhibits
10.1, 4.1, and 4.2, respectively, to this Current Report on Form 8-K, which are
incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase
Agreement were made only for purposes of such agreements and as of specific
dates, were solely for the benefit of the parties to the Purchase Agreement and
. . .
Item 3.02 Unregistered Sales of Equity Securities.
Please see the disclosure regarding the Anti-Dilution Shares set forth under
Item 1.01, which is incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
On August 2, 2021, the Company issued a press release announcing the Offering. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
4.1 Form of Common Stock Purchase Warrant
4.2 Form of Pre-Funded Common Stock Purchase Warrant
5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP
10.1 Form of Securities Purchase Agreement
23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP (included in
99.1 Press Release, dated August 2, 2021
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