Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 1 to Equity Distribution Agreement
On
The Company issued and sold an aggregate of 20,326,217 shares of its common
stock for gross proceeds of approximately
Sales of the shares pursuant to the July ATM Prospectus Supplement, if any, will be made by means of ordinary brokers' transactions at prevailing market prices at the time of sale, or as otherwise agreed with the Sales Agent. The Sales Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations to sell the Company's common stock from time to time, based upon the Company's instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company's common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.
The Company is not obligated to make any sales of common stock under the Equity Distribution Agreement, as amended, and the Company cannot provide any assurances that it will issue any shares pursuant to the Equity Distribution Agreement, as amended. The Company currently intends to use the net proceeds of this offering, if any, for operating costs, including working capital and other general corporate purposes.
The Company will pay a commission rate of up to 3.0% of the gross sales price
per share sold and has agreed to reimburse the Sales Agent for certain specified
expenses, including the fees and disbursements of its legal counsel in an amount
not to exceed
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Amendment and the Equity Distribution Agreement are filed as Exhibits 1.1 and 1.2, respectively, to this Current Report on Form 8-K. The description of the Amendment and the Equity Distribution Agreement do not purport to be complete and are qualified in their entirety by reference to the Amendment and the Equity Distribution Agreement, copies of which are filed as Exhibits 1.1 and 1.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The opinion of the Company's counsel regarding the validity of the shares that will be issued pursuant to the Equity Distribution Agreement, as amended, and the July ATM Prospectus Supplement is also filed herewith as Exhibit 5.1.
The representations, warranties and covenants contained in the Equity Distribution Agreement, as amended, were made solely for the benefit of the parties to the Equity Distribution Agreement, as amended. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Equity Distribution Agreement, as amended, and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Equity Distribution Agreement, as amended, which subsequent information may or may not be fully reflected in public disclosures.
2
Termination of Purchase Agreement
The Company previously entered into a Purchase Agreement (the "Purchase
Agreement"), dated
On
Item 8.01. Other Events.
The Company plans to participate in media interviews and make a series of investor presentations over the next several weeks, during which it intends to discuss the preliminary preclinical data set forth in Exhibit 99.1, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description 1.1 Amendment No. 1 to Equity Distribution Agreement, datedJuly 29, 2020 , by and betweeniBio, Inc. andUBS Securities LLC 1.2 Equity Distribution Agreement, datedJune 17, 2020 , by and betweeniBio, Inc. andUBS Securities LLC (incorporated by reference to Exhibit 1.1 to the Registrant's Form 8-K filed with theSEC onJune 17, 2020 ) 5.1 Opinion ofGracin & Marlow, LLP 23.1 Consent ofGracin & Marlow, LLP (included in Opinion of Gracin &Marlow, LLP filed as Exhibit 5.1) 99.1 Investor Presentation Slide 3
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