Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Securities Purchase Agreement
On July 13, 2017, Trovagene, Inc. (the Company) entered into a securities purchase agreement (the Securities Purchase
Agreement) with certain accredited investors identified on the signature pages thereto (the Purchasers) pursuant to which the Company agreed to issue and sell an aggregate of 6,191,500 shares (the Shares) of its common
stock, par value $0.0001 per share (the Common Stock), in a registered direct offering (the Registered Direct Offering). The Shares were offered by the Company pursuant to its shelf registration statement on Form
S-3
(File
No. 333-211705)
filed with the Securities and Exchange Commission (the Commission) on May 27, 2016 and declared effective on June 13, 2016
(as amended, the Registration Statement).
In a concurrent private placement, the Company also agreed, pursuant to the
Securities Purchase Agreement, to issue and sell to each of the Purchasers a warrant to purchase 0.75 shares of Common Stock (the Warrants) for each share of Common Stock purchased by a Purchaser in the Registered Direct Offering (the
Private Placement and, together with the Registered Direct Offering, the Offerings). The shares of Common Stock issuable upon exercise of the Warrants are referred to as the Warrant Shares. The exercise price of the Warrants
is $1.41 per share, subject to adjustment as provided therein, and will be exercisable beginning on the
six-month
anniversary of the date of issuance (the Initial Exercise Date) and will expire on
the fifth anniversary of the Initial Exercise Date. Each holder of a Warrant will not have the right to exercise any portion of its Warrant if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of
shares of Common Stock outstanding immediately after giving effect to such exercise (the Beneficial Ownership Limitation); provided, however, that upon 61 days prior notice to the Company, the holder may increase the Beneficial
Ownership Limitation; however, in no event shall the Beneficial Ownership Limitation exceed 9.99%. The exercise price and number of shares of Common Stock issuable upon the exercise of the Warrants will be subject to adjustment in the event of any
stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants.
The Warrants are not and will not be listed for trading on any national securities exchange. The Warrants and the Warrant Shares are not
being registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to the Registration Statement.
The combined purchase price for one Share and one Warrant to purchase 0.75 shares of Common Stock in the Offerings was $1.15. The closing of
the Offerings is expected to occur on July 19, 2017. The Company expects the aggregate gross proceeds from the Offerings to be approximately $7.1 million. The Company expects the aggregate net proceeds from the Offerings, after deducting the
placement agents fees and other estimated offering expenses, to be approximately $6.5 million. The Company intends to use the aggregate net proceeds to fund research and development activities and for working capital and other
general corporate purposes.
The Securities Purchase Agreement contains customary representations, warranties and agreements by the
Company and customary conditions to closing. Under the Securities Purchase Agreement, the Company has agreed, subject to certain exceptions, not to enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock
or Common Stock equivalents for a period of 75 days following the closing of the Offerings.
Maxim Group LLC acted as the placement agent
for the Offerings. The Company agreed to pay the placement agent an aggregate fee equal to 6% of the gross proceeds received by the Company in the Offerings.
The foregoing summaries of the Securities Purchase Agreement and the Warrants do not purport to be complete and are qualified in their
entirety by reference to the full texts of the form of the Securities Purchase Agreement and the form of Warrant that are filed herewith as Exhibits 4.1, and 10.1, respectively. The representations, warranties and covenants contained in
the Securities Purchase Agreement and the Warrants were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and the Warrants,
respectively, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement and the Warrants are incorporated herein by reference only to provide investors with information
regarding the terms of the Securities Purchase Agreement and the Warrants, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the
disclosures in the Companys periodic reports and other filings with the Commission.
The legal opinion, including the
related consent, of Sheppard, Mullin, Richter & Hampton LLP relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.