Item 1.01 Entry into a Material Definitive Agreement.
On
Under the Sales Agreement, Cantor may sell Shares by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Global Select Market, or on any other existing trading market for the Common Stock. The Company may instruct Cantor not to sell Shares if the sales cannot be effected at or above the price designated by the Company from time to time.
The Company is not obligated to make any sales of Shares under the Sales Agreement, and if it elects to make any sales, the Company can set a minimum sales price for the Shares. The offering of Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement by Cantor or the Company, as permitted therein.
The Company will pay Cantor a fixed commission rate of 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Cantor with customary indemnification and contribution rights, including for liabilities under the Securities Act.
The Sales Agreement also contains customary representations, warranties and covenants by the Company, other obligations of the parties and other termination-related provisions. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the terms and conditions of the Sales Agreement is not complete and is qualified in its entirety by the full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
The Shares to be issued and sold under the Sales Agreement will be offered
pursuant to the Company's effective shelf registration statement on Form S-3
(File No. 333-255841) (the "Registration Statement"), which was filed with the
The legal opinion and consent of
This report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The information contained in this Item 1.01 is hereby incorporated by reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being furnished herewith.
Exhibit No. Description 1.1 Controlled Equity Offering Sales AgreementSM, datedAugust 12, 2021 , by and betweenVYNE Therapeutics Inc. andCantor Fitzgerald & Co. Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP as to validity 5.1 of shares to be offered. Consent ofSkadden, Arps, Slate, Meagher & Flom LLP (included in 23.1 Exhibit 5.1) Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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