Current Report Filing (8-k)
August 16 2021 - 04:52PM
Edgar (US Regulatory)
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2021-08-16 0000922247 ctdh:CommonStockCustomMember 2021-08-16
2021-08-16 0000922247
ctdh:WarrantsToPurchaseCommonStockCustomMember 2021-08-16
2021-08-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of
earliest event reported) |
August 16, 2021 |
|
CYCLO THERAPEUTICS,
INC.
(Exact name of registrant as specified in charter)
Nevada |
|
001-39780 |
|
59-3029743 |
(State or other
Jurisdiction of Incorporation or Organization) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
6714 NW 16th Street,
Suite B,
Gainesville,
Florida
|
32653
|
(Address of Principal Executive Offices) |
(zip code) |
|
386-418-8060 |
|
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(Registrant’s
telephone
number, including area code) |
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|
☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
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Common Stock, par value $.0001 per share
|
CYTH
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The Nasdaq Stock Market LLC
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Warrants to purchase Common Stock
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CYTHW
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The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01. Entry into a Material Definitive Agreement.
On August 16, 2021, Cyclo Therapeutics, Inc. (the “Company”)
entered into an Equity Distribution Agreement (the “Equity
Distribution Agreement”) with Oppenheimer & Co. Inc.
(“Oppenheimer”). Pursuant to the Equity Distribution
Agreement, the Company may from time to time issue and sell to or
through Oppenheimer, acting as the Company’s sales agent, shares of
the Company’s common stock, par value $0.0001 per share (the
“Shares”) having an aggregate offering price of up to $20,000,000.
Sales of the Shares, if any, will be made by any method permitted
by law deemed to be an “at the market offering” as defined in Rule
415 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), or, if expressly authorized by the Company, in
privately negotiated transactions. As sales agent, Oppenheimer will
offer the Shares at prevailing market prices and will use its
commercially reasonable efforts, consistent with its sales and
trading practices, to sell on the Company’s behalf all of the
Shares requested to be sold by the Company, subject to the terms
and conditions of the Equity Distribution Agreement.
The Shares will be sold and issued pursuant to the Company’s
Registration Statement on Form S-3 (File No. 333-254496), which was
declared effective by the Securities and Exchange Commission on May
28, 2021, the base prospectus contained therein, and a prospectus
supplement related to the offering of the Shares dated August 16,
2021.
The offering of Shares pursuant to the Equity Distribution
Agreement will terminate upon the earliest of (i) the sale of all
Shares subject to the Agreement, and (ii) the termination of the
Agreement by the Company or Oppenheimer.
The Company will pay Oppenheimer a commission equal to 3.0% of the
gross proceeds from the sale of the Shares sold pursuant to the
Equity Distribution Agreement and will reimburse Oppenheimer for
certain expenses incurred in connection with its services under the
Equity Distribution Agreement.
The foregoing description of the Equity Distribution Agreement is
qualified in its entirety by reference thereto, a copy of which is
filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The
legal opinion of Fox Rothschild LLP with respect to the validity of
the Shares is filed as Exhibit 5.1 to this Current Report on
Form 8-K.
This Current Report on Form 8-K, including the exhibits
filed herewith, shall not constitute an offer to sell or the
solicitation of an offer to buy the Shares, nor shall there be any
offer, solicitation or sale of the Shares in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state.
Item 9.01 Financial Statements and Exhibits.
104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
Cyclo
Therapeutics, Inc.
Date: August 16,
2021
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|
|
|
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By:
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/s/ N.
Scott Fine
|
|
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N. Scott Fine
Chief Executive Officer |
|
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