Current Report Filing (8-k)
February 06 2017 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 3, 2017
PULMATRIX, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36199
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46-1821392
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(State of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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99 Hayden Avenue, Suite 390
Lexington, MA 02421
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (781)
357-2333
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On February 3, 2017, Pulmatrix, Inc. (the Company) entered into a Securities Purchase Agreement (the Purchase Agreement) with
certain investors for the sale by the Company of 950,000 shares (the Shares) of the Companys common stock, par value $0.0001 per share, at a purchase price of $3.50 per share. The aggregate gross proceeds for the sale of the Shares
will be approximately $3.3 million. The closing of the sale of the Shares under the Purchase Agreement is expected to occur on February 8, 2017.
The net proceeds to the Company from the transaction, after deducting the placement agents fees and paying estimated offering expenses, is expected to
be approximately $3.0 million. The Company intends to use the net proceeds from the transaction to pay its monthly principal and interest payments for its outstanding term loan and to fund working capital and other general corporate purposes.
The Shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form
S-3,
which was filed with the Securities and Exchange Commission on July 15, 2016, and subsequently declared effective on August 3, 2016 (File
No. 333-212546),
and a related prospectus.
The representations, warranties and covenants contained in the
Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase
Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is
filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date
of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Company engaged Rodman &
Renshaw, a unit of H.C. Wainwright & Co., LLC (Wainwright), as exclusive placement agent for the issuance and sale of the Shares. The Company has agreed to pay Wainwright an aggregate fee equal to 6.5% of the gross proceeds
received by the Company from the sale of the Shares in the transaction. The Company will also pay Wainwright a reimbursement for
non-accountable
expense of up to $75,000.
The form of the Purchase Agreement is filed as Exhibits 10.1 to this Current Report on
Form 8-K.
The foregoing
summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, the Purchase Agreement, which is incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure
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On February 3, 2017, the Company issued a press release regarding the
transaction described above under Item 1.01 of this Current Report on
Form 8-K.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form
8-K,
the information in this Item 7.01 of this Current Report
on Form
8-K,
including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing.
Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form
8-K
is not intended to constitute a determination by the Company that the information contained herein, including
the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
As previously reported, on December 20, 2016, the Company received a
letter from the Listing Qualifications Department of the Nasdaq Stock Market (Nasdaq) indicating that, based upon the closing bid price of the Companys common stock for the last 30 consecutive business days, the Company did not
meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1). The letter also indicated that the Company had a compliance period of 180 calendar days, or until
June 19, 2017, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). The letter further provided that if, at any time during the
180-day
period, the closing bid price of the
Companys common stock was at least $1.00 for a minimum of 10 consecutive business days, Nasdaq would provide the Company with written confirmation that it had achieved compliance with the minimum bid price requirement.
On February 3, 2017, the Company received a letter from Nasdaq notifying the Company that for the last 10 consecutive business days, from
January 20, 2017 to February 2, 2017, the closing bid price of the Companys common stock has been at $1.00 per share or greater and, therefore, the Company has regained compliance with Nasdaq Listing Rule 5450(a)(1) and this matter
is now closed.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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5.1
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Legal Opinion of Haynes and Boone, LLP
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10.1
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Form of Securities Purchase Agreement
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99.1
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Press release, dated February 3, 2017
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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PULMATRIX, INC.
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Date: February 6, 2017
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By:
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/s/ William Duke, Jr.
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William Duke, Jr.
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Chief Financial Officer
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