Item 1.01 Entry into a Material Definitive Agreement
.
On March 26, 2019, Zomedica Pharmaceuticals Corp., a
corporation organized under the laws of Alberta, Canada (the “Company”), entered into an Underwriting Agreement
(the “Underwriting Agreement”) with H.C. Wainwright & Co. LLC, as the representative (the
“Representative”) of the several underwriters named therein (the “Underwriters”), relating to a firm
commitment underwritten offering (the “Offering”) of 6,521,740 (the “Firm Shares”) of the
Company’s common shares, without par value (the “Common Shares”). The public offering price of the Firm
Shares was $0.46 per share, and the Underwriters have severally agreed to purchase the Firm Shares at a price of
$0.4255 per share. The Company has granted the Underwriters a 30-day option to purchase up to an additional 978,261
Common Shares (together with the “Firm Shares, the “Shares”) on the terms described above.
The closing of the Offering is expected to take place on March
28, 2019, subject to the satisfaction of customary closing conditions. The Company estimates that the net proceeds from the Offering
will be approximately $2.3 million (or approximately $2.7 million if the Underwriters exercise their option to purchase
additional shares in full), after deducting the underwriting discount and commissions and estimated offering expenses payable by
the Company. The Company intends to use the net proceeds from the Offering for the continued development of its diagnostic platform
and therapeutic candidates, including making milestone payments, as they come due, under the Company’s existing license and
collaboration agreements, and other general corporate and working capital purposes.
The Underwriting Agreement contains customary representations,
warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Underwriting Agreement were made solely for the benefit of the parties
to the Underwriting Agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements,
and should not be deemed to be a representation, warranty or covenant to any holder of the Company’s securities. Moreover,
such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties
and covenants should not be relied on as accurately representing the current state of the Company’s affairs.
Upon completion of the Offering and for a period of nine months
thereafter, in the event that the Company decides (i) to finance or refinance any indebtedness using a manager or agent, or (ii)
to raise funds through a public offering or private placement of equity or debt securities using an underwriter or placement agent,
the Company has granted H.C. Wainwright & Co., LLC a right of first refusal to act as sole book-running manager, sole underwriter,
sole placement agent or sole agent in connection with any such transactions, subject to certain specified exceptions.
Subject to certain exceptions, the Company, its executive officers,
directors and certain shareholders have agreed not to sell or transfer any Common Shares or securities convertible into or exchangeable
or exercisable for Common Shares, for 60 days after March 26, 2019 without first obtaining the written consent of the Representative.
The Company has also agreed not to enter into or effect a “variable rate transaction” for a period of 12 months from
the closing of the Offering without the prior written consent of the Representative (which may be withheld in its sole discretion),
subject to certain limited exceptions.
The foregoing description of the material terms of the Underwriting
Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed herewith
as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Tingle Merrett LLP, counsel to the Company,
relating to the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.