Item 1.01 Entry into a Material Definitive Agreement.
On
The Company also entered into a registration rights agreement (the "Registration
Rights Agreement") with the Purchasers. Pursuant to the Registration Rights
Agreement, the Company must file a registration statement on Form S-1 or Form
S-3 (the "Shelf Registration Statement") covering the resale of the securities
issued and sold pursuant to the Securities Purchase Agreement with the
The Company also entered into an Amended and Restated Voting Agreement with Innoviva and Innoviva, Inc. (the "Voting Agreement"), pursuant to which Innoviva and Innoviva, Inc. agreed not to vote or take any action by written consent with respect to shares of common stock of the Company held by Innoviva, Innoviva, Inc. or any of its subsidiaries which represent, in the aggregate, more than 49.5% of the total number of shares of common stock issued and outstanding of the Company as of any given record date for voting (such shares, the "Excess Shares") on matters related to the election of directors to the Board or removal of directors from the Board ("Board Matters") presented at any meeting of the stockholders of the Company (or any adjournment or postponement thereof) or for their action by written consent, in each case, unless the Board authorizes Innoviva to vote such Excess Shares with respect to Board Matters.
The foregoing descriptions of the Securities Purchase Agreement, the Registration Rights Agreement and the Voting Agreement and the transactions contemplated therein do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement, the Registration Rights Agreement, and the Voting Agreement, copies of which are filed as Exhibit 10.1, 10.2 and 10.3 hereto, respectively, and incorporated by reference herein.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 related to the Private Placements
is hereby incorporated by reference into this Item 3.02. Based in part upon the
representations of the Purchasers in the Securities Purchase Agreement, the
offering and sale of the Shares was exempt from registration under
Section 4(a)(2) of the Securities Act. The sales of the Shares by the Company in
the Private Placements was not registered under the Securities Act or any state
securities laws, and the Shares may not be offered or sold absent registration
with the
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement, datedOctober 28, 2021 , by and among the Company, Innoviva and CFF. 10.2 Registration Rights Agreement, datedOctober 28, 2021 , by and among the Company, Innoviva and CFF. 10.3 Amended and Restated Voting Agreement, datedOctober 28, 2021 , by and among theCompany, Innoviva and Innoviva, Inc. 99.1 Press Release, datedOctober 28, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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