Item 1.01 Entry into a Material Definitive Agreement.
Private Placement and Purchase Agreement
On March 12, 2020, PLx Pharma Inc. (the "Company") entered into a Purchase
Agreement (the "Purchase Agreement") with the investors listed on the signature
pages thereto (the "Investors"), pursuant to which the Company has agreed to
issue 8,000 shares of Series B Convertible Preferred Stock, par value $0.001 per
share (the "Series B Preferred Stock"), at a price of $1,000 per share, for an
aggregate purchase price of $8,000,000 (the "Private Placement"). The closing of
the Private Placement is contingent on the Company obtaining stockholder
approval of the issuance of more than 20% of the Company's common stock (the
"Common Stock") pursuant to the Private Placement for purposes of Nasdaq Listing
Rule 5635 (the "Stockholder Approval"). The terms, rights, obligations and
preferences of the Series B Preferred Stock are set forth in a Certificate of
Designations, Preferences and Rights of Series B Convertible Preferred Stock of
the Company (the "Certificate of Designations"), to be filed with the Secretary
of State of the State of Delaware promptly following attainment of the
Stockholder Approval. Copies of the form of Certificate of Designations and the
Purchase Agreement are attached hereto as Exhibits 4.1 and 10.1, respectively,
and are incorporated herein by reference.
The Company also issued warrants to purchase an aggregate of 267,000 shares of
the Common Stock (the "Warrants") to the Investors, exercisable at a price of
$3.50 per share, subject to adjustment, provided that the Company does not
obtain the Stockholder Approval on or prior to July 31, 2020. The Warrants
expire 10 years from the date of exercisability and, in the event that the
Company obtains the Stockholder Approval on or prior to July 31, 2020, the
Investors shall surrender the Warrants to the Company for cancellation. The
holders of the Warrants may exercise the Warrants on a cashless basis, solely to
the extent no resale registration statement (or applicable exemption from
registration) is available at the time of exercise. The Company is prohibited
from effecting an exercise of any Warrant to the extent that such exercise would
result in the number of shares of Common Stock beneficially owned by such holder
and its affiliates exceeding 9.9% of the total number of shares of Common Stock
outstanding immediately after giving effect to the exercise (the "Beneficial
Ownership Limitation"). A copy of the form of Warrant is attached hereto as
Exhibit 4.2 and is incorporated herein by reference.
Under the Certificate of Designations, each share of Series B Preferred Stock
will be convertible, at the holder's option at any time, into shares of Common
Stock at a conversion rate equal to the quotient of (i) the $1,000 stated value
divided by (ii) the initial conversion price of $3.10, subject to specified
adjustments for stock splits, cash or stock dividends, recapitalizations,
combinations, subdivisions or other similar events as set forth in the
Certificate of Designations. Based on the initial conversion rate, approximately
2,580,645 shares of Common Stock would be issuable upon conversion of all the
shares of Series B Preferred Stock, when issued, assuming the absence of in-kind
dividends. The Series B Preferred Stock will contain limitations that prevent
the holder thereof from acquiring shares of Common Stock upon conversion that
would result in the number of shares beneficially owned by such holder and its
affiliates exceeding the Beneficial Ownership Limitation.
Each holder of shares of Series B Preferred Stock shall be entitled to receive
dividends, commencing from the date of issuance of such shares of Series B
Preferred Stock and ending on the date on which the U.S. Food and Drug
Administration has approved the New Drug Applications for each of Vazalore 325
mg and Vazalore 81 mg. Such dividends shall be paid by the Company out of funds
legally available therefor, payable, subject to the conditions and other terms
set forth in the Certificate of Designations, in cash or in-kind in additional
shares of Series B Preferred Stock on the stated value of such shares of Series
B Preferred Stock at the dividend rate of eight percent (8%) per annum, which
shall be cumulative and shall continue to accrue on a daily basis and compound
quarterly whether or not declared and whether or not the Company shall have
assets legally available therefor. To the extent that applicable law or any of
the Company's existing contractual restrictions prohibit any required issuance
of additional shares of Series B Preferred Stock as in-kind dividends or
otherwise (the "Additional Shares"), then appropriate adjustment to the
conversion price of the Series B Preferred Stock shall be made at the time of a
conversion of shares of Series B Preferred Stock or calculation of the number of
shares of Common Stock into which shares of Series B Preferred Stock are
convertible, such that the number of resulting conversion shares includes the
aggregate number of shares of Common Stock into which such Series B Preferred
Stock shares plus any Additional Shares would be convertible.
Under the Certificate of Designations, each share of Series B Preferred Stock
carries a liquidation preference equal to its stated value of $1,000 (as
adjusted thereunder) plus accrued and unpaid dividends thereon, and also carries
a redemption right upon certain change of control transactions equal to the
greater of the liquidation preference and the value of the Common Stock issuable
upon conversion thereof (without regard to the Beneficial Ownership Limitation),
based upon a thirty-day volume weighted average price of the Common Stock prior
to the date of the redemption request.
The holders of the Series B Preferred Stock, voting as a separate class, will
have customary consent rights with respect to certain corporate actions of the
Company, including (a) authorizing, creating, designating, establishing, issuing
or selling an increased number of shares of Series B Preferred Stock or any
other class or series of capital stock ranking senior to or on parity with the
Series B Preferred Stock as to dividends or upon liquidation; (b) adopt a plan
for the liquidation, dissolution or winding up of the affairs of the Company or
any recapitalization plan, file any petition seeking protection under any
federal or state bankruptcy or insolvency law or make a general assignment for
the benefit of creditors; (c) enter into any Change of Control Transaction (as
defined in the Certificate of Designations); (d) enter into any transaction with
any affiliate or shareholder of the Company, which transaction has the effect,
directly or indirectly, of causing a distribution to such affiliate or
shareholder in preference to the Series B Preferred Stock; (e) incur, assume or
suffer to exist any indebtedness for borrowed money in excess of $15,000,000 in
the aggregate; (f) amend, alter or repeal the Certificate of Incorporation or
Bylaws of the Company and the powers, preferences, privileges, relative,
participating, optional and other special rights and qualifications, limitations
and restrictions thereof, which would adversely affect any right, preference,
privilege or voting power of the Series B Preferred Stock, or which would
. . .
Item 2.02. Results of Operations and Financial Condition.
On March 13, 2020, the Company issued a press release announcing its financial
results for its fourth quarter and full fiscal year ended December 31, 2019. The
Company's press release is attached hereto as Exhibit 99.1 and the information
set forth therein is incorporated herein by reference and constitutes a part of
this report.
The information furnished by the Company pursuant to this Item 2.02, including
Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). or otherwise
subject to the liability of that section, and shall not be deemed to be
incorporated by reference into any Company filing under the Securities Act or
the Exchange Act, regardless of any general incorporation language in such
filing.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 is hereby incorporated by reference
into this Item 3.02. The issuance of the Series B Preferred Stock, the Warrants
and any related shares of Common Stock shall be made pursuant to Section 4(2) of
the Securities Act, and the rules promulgated thereunder, to accredited
investors.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Form of Certificate of Designations, Preferences and Rights of
Series B Convertible Preferred Stock.
4.2 Form of Warrant.
10.1 Purchase Agreement, dated as of March 12, 2020, by and among the
Company and the investors set forth on the signature pages thereto.
10.2 Registration Rights Agreement, dated as of March 12, 2020, by and
among the Company and the investors set forth on the signature pages
thereto.
99.1 Press Release, dated March 13, 2020.
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