UNITY BIOTECHNOLOGY, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
On the Commencement Date (as defined below), Lincoln Park shall purchase
1,020,408 Purchase Shares at a purchase price of
In addition to Regular Purchases and provided that the Company has directed a Regular Purchase in full, the Company in its sole discretion may require Lincoln Park on each Purchase Date to purchase on the following business day ("Accelerated Purchase Date") up to the lesser of (i) three (3) times the number of shares purchased pursuant to such Regular Purchase or (ii) 30% of the trading volume on the Accelerated Purchase Date (the "Accelerated Purchase") at a purchase price equal to the lesser of 97% of (i) the closing sale price on the Accelerated Purchase Date, or (ii) the Accelerated Purchase Date's volume weighted average price (the "Accelerated Purchase Price"). The Parties may mutually agree to increase the number of common shares sold to the Investor on any Accelerated Purchase Date at the Accelerated Purchase Price. The Company shall have the right in its sole discretion to set a minimum price threshold for each Accelerated Purchase in the notice provided with respect to such Accelerated Purchase and the Company may direct multiple Accelerated Purchases in a day provided that delivery of shares has been completed with respect to any prior Regular and Accelerated Purchases that Lincoln Park has purchased.
The Company may also direct Lincoln Park, on any business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder have been properly delivered to Lincoln Park in accordance with the Purchase Agreement, to make additional purchases upon the same terms as an Accelerated Purchase, (an "Additional Accelerated Purchase").
The purchase price of Regular Purchases, Accelerated Purchases and Additional
Accelerated Purchases and the minimum closing sale price for a Regular Purchase
will be adjusted for any reorganization, recapitalization, non-cash dividend,
stock split, reverse stock split or other similar transaction occurring during
the business days used to compute the purchase price. The aggregate number of
shares that the Company can sell to Lincoln Park under the Purchase Agreement
may in no case exceed 11,065,803 shares (subject to adjustment as described
above) of the Common Shares (which is equal to approximately 19.99% of the
shares of the Common Shares outstanding immediately prior to the execution of
the Purchase Agreement) (the "Exchange Cap"), unless (i) shareholder approval is
obtained to issue Purchase Shares above the Exchange Cap, in which the Exchange
Cap will no longer apply, or (ii) the average price of all applicable sales of
Common Shares to Lincoln Park under the Purchase Agreement equals or exceeds
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The Purchase Agreement contains customary representations, warranties,
covenants, closing conditions, indemnification and termination provisions. Sales
under the Purchase Agreement may commence only after certain conditions have
been satisfied (the date on which all requisite conditions have been satisfied,
the "Commencement Date"), which conditions include the delivery to Lincoln Park
of a prospectus supplement covering the shares of Common Shares issued or sold
by the Company to Lincoln Park under the Purchase Agreement, the filing with the
The Purchase Agreement may be terminated by the Company at any time, at its sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park to terminate the Purchase Agreement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Common Shares. Although the Company has agreed to reimburse Lincoln Park for a limited portion of the fees it incurred in connection with the Purchase Agreement, the Company did not pay any additional amounts to reimburse or otherwise compensate Lincoln Park in connection with the transaction, other than the issuance of the Commitment Shares.
There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on the Company's ability to enter into a similar type of agreement or Equity Line of Credit during the Term, excluding an At-The-Market transaction with a registered broker-dealer), rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Company may deliver Purchase Notices under the Purchase Agreement, subject to market conditions, and in light of its capital needs, from time to time and under the limitations contained in the Purchase Agreement. Any proceeds that the Company receives under the Purchase Agreement are expected to be used for working capital and general corporate purposes.
The issuance of the Purchase Shares and Commitment Shares have been registered pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-231893) (the "Registration Statement"), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement to be filed on or around the Commencement Date (the "Prospectus Supplement"). A copy or the legal opinion as to the legality of the Shares is filed as Exhibit 5.1 attached hereto.
The foregoing is a summary description of certain terms of the Purchase
Agreement and the Registration Rights Agreement and, by its nature, is
incomplete. Copies of the Purchase Agreement and the Registration Rights
Agreement are filed as Exhibits 10.1 and 10.2 attached hereto. The foregoing
descriptions of the Purchase Agreement and the Registration Rights Agreement are
qualified in their entirety by reference to such exhibits. The Purchase
Agreement and Registration Rights Agreement contain customary representations
and warranties, covenants and indemnification provisions that the parties made
to, and solely for the benefit of, each other in the context of all of the terms
and conditions of such agreements and in the context of the specific
relationship between the parties thereto. The provisions of the Purchase
Agreement and the Registration Rights Agreement, including any representations
and warranties contained therein, are not for the benefit of any party other
than the parties thereto and are not intended as documents for investors and the
public to obtain factual information about the current state of affairs of the
parties thereto. Rather, investors and the public should look to other
disclosures contained in the Company's annual, quarterly and current reports it
may file with the
The information contained in this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares of the Company's Common Shares discussed herein, nor shall there be any offer, solicitation or sale of the shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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