Item 1.01 Entry into a Material Definitive Agreement

PIPE TRANSACTION

On July 17, 2017, AntriaBio, Inc. (the “ Company ”, “ we ”, “ us ” ,“ our ” or “ AntriaBio ”) completed an additional close of  an ongoing planned private placement transaction (the “ PIPE Financing ”) with investors in the Republic of Korea (each an “ Investor ” and collectively, the “ Investors ”) pursuant to Section 4(a)(2) of the United States Securities Act of 1933, as amended (the “ Act ”) and Rule 506 of Regulation D promulgated thereunder.  In connection with the transaction, we entered into Stock Purchase Agreements (collectively, the “ Purchase Agreements ”) with the Investors whereby we issued 4,500,000 shares of our Common Stock (each a “ Share ”) at a purchase price of $1.00 per Share.  We received gross proceeds of $4.5 million, excluding transaction costs, fees and expenses.

Registration Rights

In connection with the PIPE Financing, we granted registration rights to the Investors whereby we agreed that within thirty (30) days following the final Close of the PIPE Financing, we will file a registration statement (the “ Registration Statement ”) under the Act, covering the Shares.  We agreed to take all necessary actions and make all necessary filings to keep the Registration Statement effective for a period that extends from the first date on which the United States Securities and Exchange Commission issues an order of effectiveness in relation to the Registration Statement until such date as our legal counsel issues a legal opinion asserting that the Offered Shares are available for resale under Rule 144 of the Securities Act.

 

The foregoing description of the Purchase Agreement is a summary of the material terms thereof and is qualified in its entirety by the complete text of the form of the Purchase Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on form 8-K filed with the SEC on March 6, 2017, which is incorporated herein by reference.

RULE 135C NOTICE

We are providing this Current Report on Form 8-K in accordance with Rule 135c under the Act (“ Rule 135c ”), and the notice contained herein does not constitute an offer to sell the Company’s securities, and is not a solicitation for an offer to purchase the Company’s securities. Any securities that may be offered pursuant to the Financing or any agreement related thereto have not been registered under the Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.