Item 1.01 Entry into a Material Definitive Agreement.
On May 3, 2022, Allena Pharmaceuticals, Inc., a Delaware corporation (the Company), entered into a Securities Purchase
Agreement (the Purchase Agreement) with the investor named therein (the Purchaser), pursuant to which the Company agreed to issue, in a registered direct offering (the Offering), an aggregate
of 2,872.1376 shares of Preferred Stock (split evenly among the Series D Convertible Preferred Stock, par value $0.001 per share (Series D Preferred Stock), and Series E Convertible Preferred Stock, par value $0.001 per
share (Series E Preferred Stock and together with the Series D Preferred Stock, the Preferred Stock)). The shares of Preferred Stock have a stated value of $1,000 per share and are convertible, following the
date of the issuance thereof, into an aggregate of 8,975,430 shares of common stock of the Company upon the conversion of the Series D Preferred Stock and into an aggregate of 8,975,430 shares of common stock of the Company upon the conversion of
the Series E Preferred Stock, in each case, at a conversion price of $0.16 per share (the Offering Price).
The
Preferred Stock described above and the underlying shares of Common Stock were offered pursuant to a shelf registration statement on Form S-3 (Registration
No. 333-255837) (the Registration Statement), which was declared effective by the Securities and Exchange Commission on May 12, 2021.
In a concurrent private placement, the Company also agreed to issue to such investor unregistered warrants (the Common
Warrants) to purchase up to an aggregate of 22,438,575 shares of the Companys common stock, at an exercise price of $0.1694 per share. The Common Warrants will become exercisable six months after the date of issuance, and will have a
term of five years from the initial exercise date.
The Purchase Agreement contained customary representations and warranties and
agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties. The offering is expected to close on May 4, 2022.
In connection with the Offering and in accordance with the Purchase Agreement, the Company plans to call a special meeting (the
Special Meeting) of stockholders to seek shareholder approval for the Reverse Split Amendment (as defined below). The Purchaser has agreed in the Purchase Agreement to vote the shares of Series D Preferred Stock purchased in the
Offering in favor of the Reverse Split Amendment and to vote the shares of Series E Preferred Stock purchased in the Offering on the Reverse Split Amendment, in the manner and to the extent set forth in the certificate of designations for such
Preferred Stock. A description of the terms of the Series D Preferred Stock and Series E Preferred Stock included under Item 5.03 of this Current Report is incorporated herein by reference.
As compensation to H.C. Wainwright & Co., LLC (the Placement Agent), as the exclusive placement agent in
connection with the offering, the Company will pay the Placement Agent a cash fee of 7% of the aggregate gross proceeds raised in the Offering, plus a management fee equal to 1.0% of the gross proceeds raised in the offering and reimbursement of
certain expenses and legal fees. The Company also will issue to designees of the Placement Agent in a concurrent private placement warrants to purchase up to 1,256,561 shares of Common Stock (the Placement Agent Warrants). The
Placement Agent Warrants are exercisable for $0.20 per share (which is 125% of the Offering Price) and will be exercisable six months after the date of issuance and have a term of five years from the commencement of sales pursuant to the Offering.
The Company expects to receive net proceeds of approximately $2.3 million from the offering, after deducting the estimated offering
expenses payable by the Company, including the Placement Agent fees. The Company intends to use the net proceeds from the offering for working capital purposes which may include repayment of debt.
The Purchase Agreement and the forms of Common Warrant and Placement Agent Warrant are attached as Exhibits 10.1, 4.1 and 4.2 hereto,
respectively, and the description of the terms of the Purchase Agreement, the Common Warrants and Placement Agent Warrants are qualified in their entirety by reference to such exhibits.