Item 1.01. Entry into a Material Definitive Agreement.
On April 20, 2017, SteadyMed Ltd. (the Company) entered into a subscription agreement (the Subscription Agreement) with certain participants as identified below (the Participants), pursuant to which the Company agreed to issue and sell to the Participants for an aggregate price of up to approximately $30,000,000 the following securities (the Private Placement): an aggregate of 5,031,550 ordinary shares of the Company, nominal value NIS 0.01 per share (the Shares), and warrants (the Warrants) to purchase up to 2,515,775 additional ordinary shares of the Company (the Warrant Shares), for an aggregate purchase price of $30,000,616.88, or $5.90 per Share and $0.125 per Warrant Share (the Closing). The Warrants will have a per share exercise price of $6.785 and a five year term.
The Company retained JMP Securities LLC as lead placement agent and H. C. Wainwright & Co. as a co-placement agent and agreed to pay the placement agents an aggregate fee equal to up to 7% of the gross proceeds from the Private Placement plus the reimbursement of certain expenses. The Company intends to use the proceeds from the Private Placement to fund research and development, including the development and, if approved, commercialization of the Companys lead product candidate Trevyent and other product candidates.
The Participants consist of entities affiliated with Adage Capital Management, OrbiMed, Deerfield Management, Kingdon Capital Management and others as set forth in the signature pages of the Subscription Agreement. The Closing is expected to occur on or about April 25, 2017, subject to the satisfaction or waiver of certain closing conditions specified in the Subscription Agreement.
The securities to be issued by the Company pursuant to the Subscription Agreement and upon exercise of the Warrants (collectively, the Securities) have not been registered under the Securities Act of 1933, as amended (the Act), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Act and by Rule 506 of Regulation D, promulgated by the Securities and Exchange Commission (the SEC), and in reliance on similar exemptions under applicable state laws.
Pursuant to the Subscription Agreement, the Company will agree to file a registration statement with the SEC covering resales of the Shares and Warrant Shares by the Participants no later than thirty (30) days following the date of the Closing, and to use its reasonable best efforts to have such registration statement declared effective as soon as practicable. The Company will bear all expenses of such registration of the resale of the Shares and the Warrant Shares. The Company will be required to pay certain liquidated damages if it does not meet certain obligations with respect to the registration of the Shares and Warrant Shares.
The foregoing descriptions of the Subscription Agreement and the Warrants are summaries of the material terms of such agreements and documents, do not purport to be complete and are qualified in their entirety by reference to the Subscription Agreement (and the form of Warrant attached thereto) filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
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 any securities of the Company.