Item 1.01 Entry into a Material Definitive Agreement.
Private Placement Transaction
On
Pursuant to the Securities Purchase Agreement, for so long as the Investor shall beneficially own at least five percent (5%) of the total issued and outstanding shares of Common Stock, the Company shall take any and all actions reasonably necessary to nominate and appoint a designee of the Investor to serve as a member of the Board of Directors of the Company. Additionally, for so long as the Investor shall beneficially own at least five percent (5%) of the total issued and outstanding shares of Common Stock, if the Company proposes to issue any shares of the Common Stock, other shares of its capital stock or any securities exchangeable or convertible to shares of its capital stock in a bona fide capital raising transaction (other than pursuant to an at-the-market offering), the Investor shall have a preemptive right to purchase a pro rata portion of such securities, based on its ownership percentage of the Company's capital stock immediately prior to such issuance, calculated as set forth in the Securities Purchase Agreement.
In connection with the Private Placement Transaction, the Company has agreed to
file a registration statement with the
The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Private Placement Transaction, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Commission.
The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Securities Purchase Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02 in its entirety. The Common Stock
will be issued to the Investor on the closing date of the Private Placement
Transaction in a transaction exempt from registration under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the
Securities Act. The Investor has represented that it is an "accredited investor"
and is acquiring the securities for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof.
Accordingly, the securities have not been registered under the Securities Act
and they may not be offered or sold in
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 10.1 Securities Purchase Agreement, datedJanuary 3, 2022 , betweenSpectrum Pharmaceuticals, Inc. and Hanmi Pharmaceutical Co., Ltd. 99.1 Press Release, datedJanuary 4, 2022 . 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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