Item 1.01 Entry into a Material Definitive Agreement.
On
At the closing of the Transaction, BioVie will issue to NeurMedix 8,361,308
shares of the Company's common stock and make a cash payment equal to the
aggregate amount of NeurMedix's direct and documented cash expenditures to
advance certain clinical programs from
The Purchase Agreement includes customary representations and warranties, as well as certain customary covenants, including, among other things: (i) NeurMedix will conduct its business in the ordinary course of business between signing and closing, (ii) each party will use reasonable best efforts to obtain required approvals and third-party consents, (iii) NeurMedix is bound by certain non-solicitation and confidentiality covenants, and (iv) NeurMedix will abide by certain exclusivity covenants. The Transaction is anticipated to close in the second quarter of calendar year 2021.
The closing of the Transaction is subject to customary conditions, including, among other things, the accuracy of representations and warranties, material performance of covenants, and the absence of a material adverse effect. The Purchase Agreement contains customary indemnification rights for each of the Company and NeurMedix for breaches of representations, warranties, and covenants, as well as certain other matters, subject to customary deductibles, caps and other limitations.
The Company's Board of Directors has approved the Purchase Agreement and the Transaction. The holder of a majority of the outstanding shares of the Company's common stock has executed a written consent approving the issuance of shares under the Purchase Agreement. The Transaction is expected to close twenty calendar days after a related definitive information statement on Schedule 14C is mailed to the Company's stockholders. NeurMedix's Board of Directors and sole stockholder have similarly approved the Purchase Agreement and the Transaction.
The above description of the Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference. The Purchase Agreement governs the contractual rights
between the parties in relation to the Transaction. The Purchase Agreement has
been filed as an exhibit to this Current Report on Form 8-K to provide investors
with information regarding the terms of the Transaction and is not intended to
modify or supplement any factual disclosures about the Company in its public
reports filed with the
The representations, warranties, and covenants contained in the Purchase Agreement have been made solely for the purposes of the Purchase Agreement and as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; are not intended as statements of fact to be relied upon by the parties' stockholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Purchase Agreement, which disclosures are not reflected in the Purchase Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be . . .
Item 3.02 Unregistered Sales of
The disclosure set forth under Item 1.01 regarding the issuance of shares pursuant to the Purchase Agreement is incorporated by reference into this Item 3.02. Such shares will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Mr. Do's compensation for his service as the Company's President and Chief Executive Officer has not yet been determined. The Company will amend this Current Report on Form 8-K disclosing the material terms within four business days of the determination of Mr. Do's compensation.
Item 7.01 Regulation FD Disclosure.
On
Also on
The information set forth in this Item 7.01, including Exhibits 99.1 and 99.2, is "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Any forward-looking statements contained in this Current Report on Form 8-K are
intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, information regarding the Transaction,
the expected timetable for completing the Transaction, future financial and
operating results, and any other statements by the Company's management
regarding future expectations, beliefs, goals, plans, or prospects.
Forward-looking statements can often be identified by words such as "intends,"
"estimates," "predicts," "potential," "continues," "anticipates," "plans,"
"expects," "believes," "should," "could," "may," "will" or the negative of these
terms or other comparable terminology. Actual events or results may differ
materially and adversely from such forward-looking statements as a result of
certain risks and uncertainties including, but not limited to, the occurrence of
any event, change, or other circumstances that could give rise to the
termination of the Purchase Agreement; the Company's ability to successfully
integrate and advance the assets acquired from NeurMedix; the risk that the
Company may not realize the anticipated benefits from the Transaction; the
Company's need for, and the availability of, substantial capital in the future
to fund its operations and research and development; risks related to
pre-clinical or clinical testing; and other risks and uncertainties described
above, as well as those risks and uncertainties discussed from time to time in
the Company's other reports and other public filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Asset Purchase Agreement, datedApril 27, 2021 , by and among the Company,NeurMedix, Inc. andAcuitas Group Holdings , LLC* 99.1 Press release datedApril 27, 2021 99.2 Investor presentation datedApril 27, 2021
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
the
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