Item 1.02 Termination of a Material Definitive Agreement.
As previously reported, on March 25, 2019, PLx Pharma Inc. (the "Company")
entered into an equity distribution agreement with JMP Securities LLC, for the
sale of up to an aggregate of $12,500,000 of its common stock in sales deemed to
be made in "at-the-market" offerings, as defined in Rule 415 promulgated under
the Securities Act of 1933, as amended (the "Equity Distribution Agreement") and
filed a prospectus supplement pursuant to which it may offer and sell, from time
to time, shares of its common stock having an aggregate offering price of up to
$12,500,000 under the Equity Distribution Agreement (the "ATM Offering").
As of December 31, 2020, the Company has sold approximately $2.3 million of
shares of its common stock pursuant to the Equity Distribution Agreement on a
gross basis. Effective as of the date of this Current Report on Form 8-K, the
Equity Distribution Agreement and the ATM Offering have been terminated. The
Company is not subject to any termination penalties related to the termination
of the Equity Distribution Agreement.
Item 2.02 Results of Operations and Financial Condition.
On March 2, 2021, the Company commenced an underwritten public offering of its
common stock (the "Offering") pursuant to its effective shelf registration
statement (File No. 333-230478) declared effective by the Securities and
Exchange Commission (the "SEC") on April 4, 2019.
On March 2, 2021, the Company issued a press release announcing the commencement
of the Offering. The text of the press release is included as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Cash and Cash Equivalents
As of December 31, 2020, the Company had cash and cash equivalents of $22.4
million.
The estimated cash and cash equivalents as of December 31, 2020 are preliminary
and may change, are based on unaudited information available to management as of
the date of this Current Report on Form 8-K, and are subject to completion by
management of the financial statements as of and for the year ended December 31,
2020. There can be no assurance that our cash, cash equivalents, and marketable
securities as of December 31, 2020 will not differ from these estimates,
including as a result of quarter-end closing and any such changes could be
material.
The foregoing preliminary financial data has not been audited and has been
prepared by, and is the responsibility of, our management. This data could
change as a result of further review. In addition, the Company's independent
registered public accounting firm has not audited, reviewed, compiled, or
performed any procedures with respect to this unaudited preliminary financial
information and does not express an opinion or any other form of assurance with
respect thereto. Accordingly, you should not place undue reliance on this
information. Additional information and disclosures would be required for a more
complete understanding of our financial condition, liquidity, and results of
operations as of December 31, 2020. The Company expects the audit of its
financial statements for the year ended December 31, 2020 to be completed
subsequent to the completion of the proposed underwritten public offering. It
is possible that the Company or its independent registered public accounting
firm may identify items that require them to make adjustments to the preliminary
estimate set forth above and those changes could be material.
Forward-Looking Statements
Any statements made in this Current Report on Form 8-K relating to future
financial or business performance, conditions, plans, prospects, trends, or
strategies and other financial and business matters, including without
limitation, the prospects for commercializing or selling any products or drug
candidates are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. In addition, when or if used in this
press release, the words "may," "could," "should," "anticipate," "believe,"
"estimate," "expect," "intend," "plan," "predict" and similar expressions and
their variants, as they relate to PLx may identify forward-looking statements.
PLx cautions that these forward-looking statements are subject to numerous
assumptions, risks, and uncertainties, which change over time. Important factors
that may cause actual results to differ materially from the results discussed in
the forward-looking statements or historical experience include risks and
uncertainties, including the failure by PLx to secure and maintain relationships
with collaborators; risks relating to clinical trials; risks relating to the
commercialization, if any, of PLx's proposed product candidates (such as
marketing, regulatory, product liability, supply, competition, and other risks);
dependence on the efforts of third parties; dependence on intellectual property,
risks that PLx may lack the financial resources and access to capital to fund
proposed operations. Further information on the factors and risks that could
affect PLx's business, financial conditions and results of operations are
contained in PLx's filings with the U.S. Securities and Exchange Commission
("SEC"), which are available at www.sec.gov. Other risks and uncertainties are
more fully described in PLx's Form 10-K for the year ended December 31, 2019
filed with the SEC on March 13, 2020, and in other filings that PLx has made or
will make going forward. The forward-looking statements represent PLx's estimate
as of the date hereof only, and PLx specifically disclaims any duty or
obligation to update forward-looking statements.
Item 8.01 Other Events.
The information included in Item 2.02 of this Current Report on Form 8-K is also
incorporated by reference into this Item 8.01 of this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Termination Agreement dated March 2, 2021.
99.1 Press Release dated March 2, 2021.
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