Item 1.01
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Entry into a Material Definitive Agreement.
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On
July 23, 2021, Nemaura Medical Inc. (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”)
with H.C. Wainwright & Co., LLC (the “Agent”) pursuant to which the Company may offer and sell from time to time
to or through the Agent shares of the Company’s common stock, $0.001 par value per share (“Common Stock”).
The
offer and sale of shares of Common Stock through the Agent will be made pursuant to the Registration Statement on Form S-3 (File No.
333-230535), which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 8, 2019, and
a related prospectus supplement filed with the SEC on the date hereof pursuant to which the Company is offering shares of its Common Stock
having an aggregate offering price of up to $100,000,000.
Under
the ATM Agreement, the Company may offer and sell shares of Common Stock through the Agent by any method deemed to be an “at the
market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on or through The
Nasdaq Capital Market, sales made to or through a market maker other than on an exchange or otherwise, directly to the Agent as principal,
in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or
in any other method permitted by law. If the Company elects to utilize the ATM Agreement, the Agent would be obligated to use commercially
reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such shares in accordance
with the Company’s instructions (including as to price, time or size limit or other parameters or conditions the Company may impose).
The Company will pay the Agent a commission of 3.0% of the gross sales price of any shares of Common Stock sold under the ATM Agreement.
The Company has also provided the Agent with customary indemnification rights and has agreed to reimburse the Agent for certain specified
expenses up to $20,000 plus up to $2,500 per quarter while the ATM Agreement remains in effect.
The Company
is not obligated to sell, and the Agent is not obligated to buy or sell, any shares of Common Stock under the ATM Agreement. Neither the
Company nor the Agent can provide any assurance that the Company will sell any shares under the ATM Agreement, or, if sold, as to the
price or amount of shares that may be sold or the dates when such sales may take place. The Company or the Agent may terminate the ATM
Agreement by providing notice to the other party.
The
foregoing description of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the ATM Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The
legal opinion of Anthony L.G., PLLC relating to the Common Stock being offered pursuant to the ATM Agreement is filed as Exhibit 5.1 to
this Current Report on Form 8-K.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed
herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state.