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Item 1.01
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Entry into a Material Definitive Agreement.
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Purchase Agreement
On November 16, 2020, PLx Pharma Inc.
(the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional
and accredited investors (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to
the Investors an aggregate of 4,755,373 immediately separable units (the “Units”), with each Unit being comprised of
(i) one share of the Company’s common stock, par value $0.001 per share (the “Common Stock,” and such shares,
the “Unit Shares”) and (ii) a warrant to purchase 1.1 shares of Common Stock (a “Warrant,” and such
shares, the “Warrant Shares”), at a price per Unit of $3.787, for gross proceeds of approximately $18 million (the
“Private Placement”).
The Warrants issued to the Investors on
the closing date of the Private Placement will become exercisable on the date of issuance. The Warrants will have an initial exercise
price of $4.31 per share and will have a term of five years from the date of issuance. The Warrants may be exercised by cashless
exercise in limited circumstances or by payment of cash, subject to adjustment therein. Subject to limited exceptions, a Warrant
holder will not have the right to exercise any portion of its Warrants if the Warrant holder, together with its affiliates, would
beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such
exercise (the “Beneficial Ownership Limitation”); provided, however, that upon prior notice to the Company, the Warrant
holder may increase, decrease or terminate the Beneficial Ownership Limitation, provided further that any increase in the beneficial
ownership limitation will not be effective until 61 days following written notice to the Company.
The Private Placement is expected to close
on or about November 18, 2020, subject to satisfaction of customary closing conditions set forth in the Purchase Agreement.
The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions
of this nature.
The securities issued by the Company pursuant
to the Purchase Agreement and to be issued upon exercise of the Warrants have not been registered under the Securities 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 Securities
Act and by Rule 506 of Registration D, promulgated thereunder and on similar exemptions under applicable state laws. The Company
will file a Form D with the Securities and Exchange Commission (the “SEC”) in accordance with the requirements
of Regulation D.
Registration Rights Agreement
In connection with the Private Placement,
the Company will be entering into a registration rights agreement (the “Registration Rights Agreement”) with the Investors.
Pursuant to the terms of the Registration Rights Agreement, the Company will agree to prepare and file a registration statement
(the “Registration Statement”) with the SEC within 30 business days after the closing of the Private Placement for
the purposes of registering the resale of the Unit Shares and the Warrant Shares. The Company will also agree, among other things,
to pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions)
incident to the Company’s obligations under the Registration Rights Agreement.
Placement Agency Agreement
Raymond James & Associates, Inc.
(the “Placement Agent”) acted as placement agent in connection with the Private Placement. Pursuant to the terms of
a Placement Agency Agreement, dated November 16, 2020, between the Company and the Placement Agent (the “Placement Agency
Agreement”), upon the closing of the Private Placement, the Company has agreed to pay the Placement Agent an aggregate cash
fee equal to 6.0% of the aggregate gross proceeds from the Private Placement plus the reimbursement of certain expenses with respect
to the Private Placement. The Placement Agency Agreement contains customary representations, warranties, and indemnification of
the Placement Agent by the Company.
The foregoing descriptions of the Purchase
Agreement, the Registration Rights Agreement, the Placement Agency 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 Purchase Agreement, the form of Registration Rights
Agreement, the Placement Agency Agreement and the form of Warrant, which are filed as Exhibits 10.1, 10.2, 10.3 and 4.1, respectively,
to this Current Report on Form 8-K and incorporated herein by reference.