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Item 1.01.
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Entry into a Material Definitive Agreement.
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On
July 28, 2020, Nemaura Medical Inc. (the “Company”) entered into a placement agency agreement with Kingswood Capital
Markets, a division of Benchmark Investments, Inc. (“Kingswood” or the “Placement Agent”), with respect
to the issuance and sale of an aggregate of 1,586,206 shares of the Company’s common stock, $0.001 par value per share, and
warrants to purchase up to 793,103 shares of common stock (the “Placement Agency Agreement”). Each
share of common stock and accompanying one-half of a warrant is being sold for a combined purchase price of $7.25, for a gross
deal size of approximately $11.5 million, not including any future proceeds from the exercise of the warrants and before deducting
the placement agent fees and offering expenses. Each whole warrant
will be immediately exercisable at a price of $8.00 per share, subject to adjustment in certain circumstances, and will expire
five years from the date of issuance. The shares of common stock are being offered together with the warrants, but the securities
will be issued separately and will be separately transferable.
The securities are being
offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-230535) filed
with the Securities and Exchange Commission (the “SEC”), which was declared effective on April 8, 2019, as supplemented
by a final prospectus filed on July 28, 2020.
The Company estimates that
the net proceeds from the sale of the common stock and warrants will be approximately $10.7 million after deducting the placement
agent commission and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering
for general corporate purposes, which include, but are not limited to, the commercial launch of a subscription based service for
the US under the Wellness category, Lactate monitor development for launch, glucose monitoring product launch in Europe and the
development of a second generation of sugarBeat®.
The closing of the Offering
took place on July 30, 2020.
The Placement Agency Agreement
contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations
of the Company and the Placement Agent, 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 Placement Agency Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties. The Placement Agency Agreement provides that we will
agree, subject to certain exceptions, for a period of 90 days after the date of the Placement Agency Agreement, that we will not
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital
stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company
The Company’s executive officers and directors agreed to a 90-day “lock-up” with respect to shares of common
stock and other securities beneficially owned, including securities that are convertible into, or exchangeable or exercisable for,
shares of common stock. Subject to certain exceptions, during the applicable lock-up period, the Company’s executive officers
and directors may not offer, sell, pledge or otherwise dispose of the foregoing securities without the prior written consent of
Kingswood.
The Company has
agreed, subject to certain conditions, limitations and exceptions, to provide Kingswood with a right of first refusal to act as
the sole investment banker, sole book-runner, and/or sole placement agent, at the Kingswood sole discretion, for each and every
future public and private equity offering during the period of 6 months after the date the Offering is completed.
In furtherance of the offering,
on July 30, 2020, we entered into a warrant agency agreement with Nevada Agency & Trust Company pursuant to which Nevada Agency
& Trust Company agreed to act as our warrant agent with respect to the warrants.
The foregoing description
of the material terms of the Placement Agency Agreement, the warrant agency agreement and form of warrant is not complete and is
qualified in its entirety by reference to the full text thereof, a copy of which is filed herewith as Exhibits 10.1, 10.2 and 4.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Anthony
L.G., PLLC, counsel to the Company, relating to the securities offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This report does not constitute
an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which
this offer, solicitation, or sale would unlawful prior to registration or qualification under the securities laws of any state
or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the
effective registration statement.