On May 25, 2022, we entered into a Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with the investor signatory thereto (the “Purchaser”) providing for the issuance and sale to the Purchaser in a private placement offering of 9,090,910 shares of our common stock (the “PIPE Common Shares”) or, at Purchaser’s election, a pre-funded warrant to purchase up to 9,090,910 shares of our common stock in lieu of PIPE Common Shares (the “PIPE Pre-Funded Warrant”) and a preferred investment option to purchase up to 9,090,910 shares of common stock (the “PIPE Preferred Investment Options” and together with the PIPE Common Shares and the PIPE Pre-Funded Warrant, the “PIPE Securities”). Concurrently with the entrance into the PIPE Securities Purchase Agreement, we entered into another Securities Purchase Agreement (the “RD Securities Purchase Agreement”) with the Purchaser providing for the issuance and sale to the Purchaser in a registered direct offering of 1,050,000 shares of our common stock (the “RD Common Shares”), a pre-funded warrant to purchase up to 1,980,304 shares of our common stock (the “RD Pre-Funded Warrant”) and a preferred investment options to purchase up to 3,030,304 shares of common stock (the “RD Preferred Investment Options” and together with the RD Common Shares, the RD Pre-Funded Warrant, and PIPE Securities, the “Securities”) for aggregate gross proceeds from the private placement and registered direct offerings to the Company of approximately $20.0 million.

 

Each of the PIPE Pre-Funded Warrant, RD Pre-Funded Warrant, PIPE Preferred Investment Options, and RD Preferred Investment Options are exercisable immediately; the PIPE Pre-Funded Warrant and RD Pre-Funded Warrant shall terminate when fully exercised. The PIPE Preferred Investment Options shall terminate on the sixth anniversary date of their issuance and the RD Preferred Investment Options shall terminate on the fifth anniversary date of their issuance.  We closed this transaction on May 27, 2022.  In connection with this transaction, we paid the placement agent, H.C. Wainwright & Co., LLC, a commission of approximately $1.2 million, a management fee of $200,000, and an expense reimbursement of approximately $85,000 at closing.

 

Also on May 25, 2022, in connection with the PIPE Securities Purchase Agreement and RD Securities Purchase Agreement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchaser. Under the Registration Rights Agreement, we are required to file a registration statement) within 20 calendar days after signing the Registration Rights Agreement. Our failure to meet the filing deadlines and other requirements set forth in the Registration Rights Agreement may subject us to monetary penalties.

 

Each of the PIPE Securities and the RD Preferred Investment Options have not been registered under the Securities Act of 1933 (the “Securities Act”) and have been issued under an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D. The securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.

 

The RD Common Shares and the RD Pre-Funded Warrant are being issued pursuant to a registration statement filed on Form S-3 (333-252437), including a base prospectus, previously filed with the Securities and Exchange Commission (“SEC”) on January 26, 2021 and declared effective by the SEC on February 3, 2021 as described in the prospectus supplement that forms a part of the registration statement.

 

The foregoing descriptions of the PIPE Securities Purchase Agreement, the PIPE Pre-Funded Warrant, the PIPE Preferred Investment Options, the Registration Rights Agreement, RD Securities Purchase Agreement, RD Pre-Funded Warrant, and RD Preferred Investment Options do not purport to be complete and are qualified in their entirety by reference to the full text of the form of each document. Copies of the Form of PIPE Securities Purchase Agreement, the Form of PIPE Pre-Funded Warrant, the Form of PIPE Preferred Investment Options, the Form of Registration Rights Agreement, Form of RD Securities Purchase Agreement, the Form of RD Pre-Funded Warrant, and the Form of RD Preferred Investment Options are attached as Exhibit 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, and 10.7 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.