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Item 1.01
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Entry into a Material Definitive Agreement.
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On March 26, 2021, TFF Pharmaceuticals,
Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with Roth Capital Partners
LLC (the “Underwriter”), relating to an underwritten offering of 2,140,000 shares (“Company Shares”) of
its $0.001 par value common stock (“Common Stock”), having an aggregate offering price of up to $29.96 million. The
offering price to the investors, before the Underwriter’s discount and commissions, is $14.00 per share.
The Agreement includes customary representations,
warranties and covenants by the Company and customary conditions to closing, obligations of the parties and termination provisions.
Additionally, under the terms of the Agreement, the Company has agreed to indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required
to make in respect of these liabilities.
The Company Shares will be issued pursuant
to the Company’s effective Registration Statement on Form S-3 (File No. 333-249870), previously filed with the Securities
and Exchange Commission (“SEC”) on November 5, 2020, and the preliminary prospectus supplement relating to this offering,
filed on March 26, 2021. The closing of the offering is expected to take place on or about March 30, 2021, subject to the satisfaction
of customary closing conditions.
A preliminary prospectus supplement describing
the terms of the sale of the Company Shares and the LTI Shares (as described in Item 8.01 below) has been filed with the SEC and
a final prospectus supplement will be filed with the SEC. Copies of the final prospectus supplement relating to the securities
being offered may be obtained, when available, from Roth Capital Partners, LLC. 888 San Clemente Drive, Newport Beach, CA 92660,
Attention: Prospectus Department, by telephone at (800) 678-9147 or by email at rothecm@roth.com. Electronic copies of
the final prospectus supplement and accompanying prospectus will also be available on the SEC's website at http://www.sec.gov.
The foregoing description of the Agreement
is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith
as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion and consent
of Greenberg Traurig, LLP relating to the shares is attached hereto as Exhibit 5.1.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an 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.