Item 1.01. Entry into a Material Definitive Agreement.
On August 6, 2021, PLx Pharma Inc. (the "Company") entered into an Equity
Distribution Agreement (the "Agreement") with JMP Securities LLC, as sales agent
("JMP Securities"), pursuant to which the Company may offer and sell, from time
to time, through JMP Securities, shares of the Company's common stock, par value
$0.001 per share, having an aggregate offering price of up to $75,000,000 (the
"Shares").
The Company is not obligated to sell any Shares under the Agreement. Subject to
the terms and conditions of the Agreement, JMP Securities will use commercially
reasonable efforts, consistent with its normal trading and sales practices and
applicable laws and regulations to sell Shares from time to time based upon the
Company's instructions, including any price, time or size limits specified by
the Company. Under the Agreement, JMP Securities may sell the Shares by any
method deemed to be an "at the market offering" as defined in Rule 415(a)(4)
under the Securities Act of 1933, as amended, or any other method permitted by
law, including in negotiated transactions. JMP Securities' obligations to sell
the Shares under the Agreement are subject to satisfaction of certain
conditions, including the effectiveness of the Company's Registration Statement
on Form S-3 (File No. 333-258540) (the "Registration Statement"), filed by the
Company with the U.S. Securities and Exchange Commission (the "SEC") on August
6, 2021.
The Company will pay JMP Securities a commission of 3.0% of the gross proceeds
from each sale of Shares, reimburse legal fees and disbursements and provide JMP
Securities with customary indemnification and contribution rights. The Agreement
may be terminated by JMP Securities or the Company at any time upon one (1) day
notice to the other party, or by JMP Securities at any time in certain
circumstances, including the occurrence of a material adverse change in the
Company's business or financial condition that makes it impractical or
inadvisable to market the Shares or to enforce contracts for the sale of the
Shares.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement, a
copy of which is filed as Exhibit 1.2 to the Registration Statement and
incorporated hereby in reference.
Olshan Frome Wolosky LLP, counsel to the Company, has issued a legal opinion
relating to the Shares being offered pursuant to the Agreement. A copy of such
legal opinion, including the consent included therein, is filed as Exhibit 5.1
to the Registration Statement and incorporated herein by reference.
Shares sold under the Agreement will be issued pursuant to the Registration
Statement and the sales agreement prospectus that forms a part of such
Registration Statement, following such time as the Registration Statement is
declared effective by the SEC. This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy any Shares
under the Agreement nor shall there be any sale of such Shares 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
5.1 Opinion of Olshan Frome Wolosky LLP (filed as Exhibit 5.1 to the
Registration Statement on Form S-3 (File No. 333-333-258540), filed
with the SEC on August 6, 2021, and incorporated herein by
reference).
10.1 Equity Distribution Agreement, dated August 6, 2021, by and
between the Company and JMP Securities LLC (filed as Exhibit 1.2 to
the Registration Statement on Form S-3 (File No. 333-333-258540),
filed with the SEC on August 6, 2021, and incorporated herein by
reference).
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