Item
1.01 Entry into a Material Definitive Agreement.
On
April 21, 2017, Adamis Pharmaceuticals Corporation (the “Company”), entered into an Underwriting Agreement
(the “Underwriting Agreement”) with Raymond James & Associates, Inc., as representative for the several
underwriters (“Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters in an
underwritten public offering an aggregate of 4,285,715 shares (the “Shares”) of common stock, $0.0001 par value
per share, of the Company (the “Common Stock”). The Shares are being offered and sold to the public
(the “Offering”) at a public offering price of $3.50 per share.
The Underwriters will purchase the Shares from the Company at a price of $3.29 per share, representing a 6%
discount from the public offering price. Raymond James & Associates, Inc. is acting as the sole book-running manager of the
Offering. Maxim Group LLC is acting as a co-manager for the Offering.
The
Company intends to use the aggregate net proceeds of the offering primarily for general corporate purposes, which include,
without limitation, expenditures relating to research, development and clinical trials relating to the Company’s
products and product candidates, capital expenditures, hiring additional personnel, acquisitions of new technologies or
products, the repayment, refinancing, redemption or repurchase of existing or future indebtedness or capital stock and
working capital. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option for a period
of 30 days to purchase up to an additional 642,857 shares of Common Stock from the Company to cover over-allotments, if
any.
The
Offering is being made pursuant to the Company’s effective “shelf” registration statement on Form
S-3 (Registration No. 333-196976) as supplemented by a preliminary prospectus supplement filed with the Securities and
Exchange Commission on April 20, 2017 (the “SEC”) and a final prospectus supplement to be filed with the SEC
(the “Prospectus Supplements”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended
(the “Securities Act”), and a related registration statement on Form S-3 filed on April 21, 2017, pursuant to
Rule 462(b) promulgated under the Securities Act.
After
the underwriting discounts and commissions of 6% of the public offering price and estimated offering expenses payable by the Company,
the Company expects to receive net proceeds of approximately $13,855,000, assuming no exercise of the Underwriters’
over-allotment option. If the Underwriters exercise their over-allotment option in full, the Company expects to receive net proceeds
of approximately $15,970,000, after deducting the underwriting discounts and commissions and estimated offering expenses.
The Offering is expected to close on April 26, 2017, subject to satisfaction of customary closing conditions.
The
Underwriting Agreement contains customary representations, warranties, and covenants by the Company. It also provides for
customary indemnification by each of the Company and the Underwriters, severally and not jointly, for losses or damages
arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933, other
obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement,
certain officers and directors of the Company have entered into “lock-up” agreements, subject to
certain exceptions, with the Underwriters that generally prohibit the sale, transfer, or other disposition of securities of
the Company for a period of 90 days from the date of the Underwriting Agreement.
The
Company has agreed to pay the underwriters certain expenses relating to the Offering, including, without limitation, the reasonable
fees, disbursements and other charges of the underwriters’ counsel, up to $100,000.
A
copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by
reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibits, which are incorporated by reference. A copy of the legal opinion of Weintraub
Tobin Chediak Coleman Grodin Law Corporation relating to the legality of the issuance and sale of the Shares being sold in the
Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The
provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit
of any party other than the parties to such agreement and are not intended as a document for investors or the public to obtain
factual information about the current state of affairs of the parties to that document. Rather, investors and the public should
look to other disclosures contained in the Company’s filings with the SEC, including the Prospectus Supplements.
Forward-Looking
Statements
This
report contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated
closing of the Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved include the
Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed
from time to time in the Company’s filings with the SEC. You are cautioned not to place undue reliance on forward-looking
statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this
report. The Company does not intend to revise or update any forward-looking statement in this report to reflect events or circumstances
arising after the date hereof, except as may be required by law.