Item 1.01. Entry into a Material Definitive Agreement.
On July 11, 2021, CurrencyWorks Inc. (the "Company") entered into a securities
purchase agreement (the "Purchase Agreement") with the purchasers set forth on
the signature page thereto for the purchase and sale of an aggregate of
4,687,500 shares of common stock (the "Shares") and warrants to purchase up to
4,687,500 shares of common stock (the "Common Warrants") in a registered direct
offering at a purchase price of US$0.80 per Share and Common Warrant. The Common
Warrants will be exercisable for a period of five years commencing upon
issuance, at an exercise price of US$1.00 per share, subject to certain
adjustments set forth therein.
Pursuant to an engagement letter (the "Engagement Letter") dated June 15, 2021,
as amended on July 10, 2021 by and between the Company and H.C. Wainwright &
Co., LLC ("Wainwright"), the Company engaged Wainwright to act as the Company's
exclusive placement agent in connection with the registered direct offering.
Pursuant to the Engagement Letter, the Company agreed to pay Wainwright a cash
fee of 6.0% of the gross proceeds the Company receives under the Purchase
Agreement. The Company also agreed to pay Wainwright up to US$40,000 for
Wainwright's legal expenses and other out-of-pocket costs.
The gross proceeds from the registered direct offering are expected to be $3.75
million, before deducting fees payable to Wainwright and other offering
expenses. The registered direct offering is expected to close on or about July
14, 2021, subject to customary closing conditions.
The Shares and Warrants (and underlying shares) were offered, and will be
issued, pursuant to the Prospectus Supplement, filed July 13, 2021, to the
Prospectus dated May 4, 2021 included in the Company's Registration Statement on
Form S-3 (Registration No. 333-255477) filed with the Securities and Exchange
Commission on April 23, 2021 and declared effective on May 4, 2021.
Clark Wilson LLP, counsel to the Company, has issued an opinion to the Company
regarding the validity of the securities to be issued in the offering. A copy of
the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing description of the Purchase Agreement, Common Warrant, and
Engagement Letter does not purport to be complete and is qualified in its
entirety by reference to the complete text thereof, which are filed as exhibits
to this report.
Item 9.01. Financial Statements and Exhibits
5.1 Opinion of Clark Wilson LLP
10.1 Form of Securities Purchase Agreement
10.2 Form of Common Warrant
10.3 Engagement Letter dated June 15, 2021 with H.C. Wainwright & Co., LLC
10.4 Amendment to Engagement Letter dated July 10, 2021 with H.C. Wainwright &
23.1 Consent of Clark Wilson LLP (contained in Exhibit 5.1)
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