Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On August 12, 2022, Vigil Neuroscience, Inc. (the "Company") and certain
accredited investors (each an "Investor" and collectively, the "Investors")
entered into a securities purchase agreement (the "Securities Purchase
Agreement") pursuant to which the Company agreed to sell and issue to the
Investors in a private placement (the "Private Placement") (i) an aggregate of
7,293,084 shares (the "Shares") of the Company's common stock, par value $0.0001
per share (the "Common Stock"), at a purchase price of $7.30 per share, and
(ii) in lieu of shares of Common Stock, 2,980,889 pre-funded warrants (the
"Pre-Funded Warrants") to purchase Common Stock (the "Warrant Shares" and
together with the Shares and the Pre-Funded Warrants, the "Securities"), at a
purchase price of $7.2999 per Pre-Funded Warrant. The Pre-Funded Warrants will
have an exercise price of $0.0001 per share of Common Stock, be immediately
exercisable and remain exercisable until exercised in full.
The Private Placement is anticipated to close on August 16, 2022, subject to
customary closing conditions. The Company anticipates receiving gross proceeds
from the Private Placement of approximately $75.0 million, before deducting fees
to the placement agent and other offering expenses payable by the Company. The
Company expects to use the proceeds from the Private Placement to fund the
clinical development of its TREM2 agonist antibody and small molecule programs
as well as working capital and other general corporate purposes. The proceeds
from the Private Placement, combined with the current cash and cash equivalents,
is expected to fund its operational plans into the first quarter of 2025.
The foregoing description of the Securities Purchase Agreement and the
Pre-Funded Warrants does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Securities Purchase Agreement
and the form of the Pre-Funded Warrant, which are attached hereto as Exhibits
10.1 and 4.1, respectively, to this Current Report on Form 8-K and are hereby
incorporated by reference into this Item 1.01.
Registration Rights
In connection with the Private Placement, the Company and the Investors entered
into a Registration Rights Agreement dated August 12, 2022 (the "Registration
Rights Agreement"), providing for the registration for resale of the Securities
(including the shares of Common Stock underlying the Pre-Funded Warrants) that
are not then registered on an effective registration statement, pursuant to a
registration statement (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "SEC") on or prior to October 11, 2022
(the "Filing Date"). The Company has agreed to use its best efforts to cause the
Registration Statement to be declared effective as soon as possible, but in no
event later than 100 days of the closing of the Private Placement (or 135 days
in the event of a full review of the Registration Statement by the SEC) (the
"Effectiveness Date"), and to keep the Registration Statement continuously
effective for a period that extends from the first date on which the SEC issues
an order of effectiveness in relation to the Registration Statement until such
date that all registrable securities (as such term is defined in the
Registration Rights Agreement) covered by the Registration Statement have been
sold thereunder or pursuant to Rule 144 or may be sold without volume or
manner-of-sale restrictions pursuant to Rule 144 and without the requirement for
the Company to be in compliance with the current public information requirement
under Rule 144.
In the event (i) the Registration Statement is not filed on or prior to the
Filing Date, or (ii) the Company fails to file with the SEC a request for
acceleration of a registration statement in accordance with Rule 461 promulgated
under the Act within five trading days of the date that the Company is notified
by the SEC that the Registration Statement will not be "reviewed" or will not be
subject to further review, within five trading days of such notification, or
(iii) prior to the effective date of the Registration Statement, the Company
fails to file any required pre-effective amendment and otherwise respond in
writing to comments made by the SEC in respect of such Registration Statement
within fifteen trading days after the receipt of comments by or notice from the
SEC that such amendment is required in order for such Registration Statement to
be declared effective, or (iv) the Registration Statement is not declared
effective by the Effectiveness Date for a reason reasonably attributed to the
action or inaction of the Company, or (v) after the effective date of the
Registration Statement, it ceases for any reason to remain continuously
effective as to the Securities, or the holders are otherwise not permitted to
utilize the prospectus therein
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to resell the Securities, for more than 15 consecutive calendar days or more
than an aggregate of twenty calendar days during any 12-month period, then,
until the applicable event is cured, the Company shall pay to each holder an
amount in cash, as partial liquidated damages and not as penalty, equal to the
product of 1.0% multiplied by the aggregate subscription amount paid by such
holder pursuant to the Securities Purchase Agreement, subject to certain caps
set forth in the Registration Rights Agreement.
The Company has granted the Investors customary indemnification rights in
connection with the Registration Statement. The Investors have also granted the
Company customary indemnification rights in connection with the Registration
Statement.
The foregoing description of the Registration Rights Agreement does not purport
to be complete and is qualified in its entirety by reference to the Registration
Rights Agreement, a copy of which is filed as Exhibit 10.2 hereto and
incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Shares of Equity Securities.
The information contained above in Item 1.01 relating to the Private Placement
is hereby incorporated by reference into this Item 3.02. Based in part upon the
representations of the Investors in the Securities Purchase Agreement, the
offering and sale of the securities was made in reliance on the exemption
afforded by Regulation D under the Securities Act of 1933, as amended (the
"Securities Act"), and corresponding provisions of state securities or "blue
sky" laws. The Securities (including the shares of Common Stock underlying the
Pre-Funded Warrants) have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from the registration
requirements. The sale of the Securities did not involve a public offering and
was made without general solicitation or general advertising. The Investors
represented that they are accredited investors, as such term is defined in Rule
501(a) of Regulation D under the Securities Act, and that they are acquiring the
securities for investment purposes only and not with a view to any resale,
distribution or other disposition of the securities in violation of the U.S.
federal securities laws.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an
offer to sell or the solicitation of an offer to buy shares of Common Stock or
other securities of the Company.
Item 8.01 Other Events.
On August 12, 2022, the Company issued a press release announcing the Private
Placement. The press release is attached as Exhibit 99.2 to this Current Report
on Form 8-K and incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
4.1 Form of Pre-Funded Warrant
10.1* Securities Purchase Agreement, dated August 12, 2022, by and among
Vigil Neuroscience, Inc. and the persons party thereto
10.2* Registration Rights Agreement, dated August 12, 2022, by and among
Vigil Neuroscience, Inc. and the persons party thereto
99.1 Press Release, dated August 12, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished
to the SEC upon request.
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