Item 1.01 Entry into a Material Definitive Agreement.
On
January 29, 2021, Adamis Pharmaceuticals Corporation (the “Company”), entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Raymond James & Associates, Inc., as representative for the several
underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the
Underwriters in an underwritten public offering (the “Offering”) an aggregate of 40,540,540 shares (the
“Shares”) of common stock, $0.0001 par value per share, of the Company (the “Common Stock”). Each
share of Common Stock is being offered and sold to the public at a public offering price of $1.11 per Share.
The
Company intends to use the aggregate net proceeds of the offering primarily for general corporate purposes, which include, without
limitation, expenditures relating to research, development and clinical trials relating to the Company’s products and product
candidates, manufacturing, capital expenditures, hiring additional personnel, acquisitions of new technologies or products, the
payment, repayment, refinancing, redemption or repurchase of existing or future indebtedness, obligations or capital stock, and
working capital. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option for a period
of 30 days to purchase up to an additional 6,081,081 shares of Common Stock from the Company at the public offering price per
Share, after deducting the underwriting discounts and commissions, to cover over-allotments, if any.
The
Company expects to receive net proceeds of approximately $42,005,000 after deducting underwriting discounts and commissions
and estimated offering expenses payable by the Company, assuming no exercise of the Underwriters’ over-allotment
option. If the Underwriters exercise their over-allotment option in full, the Company expects to receive net proceeds of
approximately $48,350,000 after deducting the underwriting discounts and commissions and estimated offering expenses payable
by the Company. The Offering is expected to close on February 2, 2021, subject to the satisfaction of customary closing
conditions. Raymond James & Associates, Inc. is acting as the sole book-running manager of the Offering.
The
Underwriting Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary
indemnification by each of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended
(the “Securities Act”), other obligations of the parties and termination provisions. In addition, pursuant to the terms
of the Underwriting Agreement, certain officers and directors of the Company have entered into “lock-up” agreements,
subject to certain exceptions, with the Underwriters that generally prohibit the sale, transfer, or other disposition of securities
of the Company for a period of 60 days from the date of the Underwriting Agreement.
The
Offering is being made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and
an accompanying prospectus (Registration No. 333-226100) filed with the Securities and Exchange Commission (the
“SEC”) on July 9, 2018 and declared effective by the SEC on July 18, 2018, as supplemented by a preliminary
prospectus supplement filed with the SEC on January 28, 2021, and a final prospectus supplement to be filed with the SEC (the
“Prospectus Supplements”) pursuant to Rule 424(b) under the Securities Act.
A
copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by
reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit, which is incorporated by reference. A copy of the legal opinion of Weintraub
Tobin Chediak Coleman Grodin Law Corporation relating to the legality of the issuance and sale of the shares being sold in the
Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The
provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit
of any party other than the parties to such agreement and are not intended as a document for investors or the public to obtain
factual information about the current state of affairs of the parties to that document. Rather, investors and the public should
look to other disclosures contained in the Company’s filings with the SEC, including the Prospectus Supplements.
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related
to the anticipated closing of the Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved
include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks
detailed from time to time in the Company’s filings with the SEC. You are cautioned not to place undue reliance on forward-looking
statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this report.
The Company does not intend to revise or update any forward-looking statement in this report to reflect events or circumstances
arising after the date hereof, except as may be required by law.