Item 1.01. Entry into a Material Definitive Agreement.
On
In a concurrent private placement (the "Concurrent Private Placement" and
together with the Registered Direct Offering, the "Offering"), pursuant to the
Purchase Agreement, the Company agreed to issue and sell to the Purchaser, for
no additional consideration, warrants (the "Common Warrants" and, together with
the Shares and the Pre-Funded Warrants, the "Securities") to purchase up to
1,570,680 shares of Common Stock. The Common Warrants are immediately
exercisable, have an exercise price of
The Offering is expected to result in gross proceeds to the Company of
approximately
The Purchase Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, other obligations of the parties, and termination
provisions. Additionally, each of the directors and executive officers of the
Company, pursuant to lock-up agreements (the "Lock-Up Agreements"), agreed not
to sell or transfer any of the Company securities which they hold, subject to
certain exceptions, during the 90-day period following the closing of the
Offering. The Purchase Agreement also requires the Company to use commercially
reasonable efforts to file a registration statement with the
On
The Placement Agent Agreement contains customary representations, warranties and agreements 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 (the "Securities Act"), other obligations of the parties, and termination provisions.
Pursuant to the Purchase Agreement and the Placement Agent Agreement, the Company has agreed that, subject to certain exceptions, (i) it will not conduct any issuances of Common Stock for a period of sixty (60) days following the closing of the Offering and that (ii) it will not enter into a variable rate transaction for a period of six months following the closing of the Offering.
1
In connection with the Offering, the Company entered into a warrant amendment
agreement (the "Warrant Amendment Agreement"), dated
On
The Registered Direct Offering is being made pursuant to a registration
statement on Form S-3 (File No. 333-265416), which was filed by the Company with
the
The Placement Agent Agreement, Purchase Agreement, Warrant Agent Agreements, form of Lock-Up Agreement, form of Pre-Funded Warrant, and form of Common Warrant, are filed as Exhibits 1.1, 10.1, 10.2, 10.3, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agent Agreement, Purchase Agreement, Warrant Agent Agreements, Lock-Up Agreements, Pre-Funded Warrants, and Common Warrants are qualified in their entirety by reference to such exhibits.
Item 3.02. Unregistered Sales of
The information contained above in Item 1.01 related to the Concurrent Private Placement and the Common Warrants is hereby incorporated by reference into this Item 3.02. The Common Warrants and shares of Common Stock underlying the Common Warrants have not been registered under the Securities Act, pursuant to the Registration Statement and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
Item 8.01. Other Events.
The Company issued a press release announcing the Offering on
Item 9.01. Exhibits. (d) Exhibits. Exhibit No. Description
1.1 Placement Agent Agreement, datedApril 5, 2023 , between180 Life Sciences Corp. and A.G.P./Alliance Global Partners 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 5.1 Opinion ofDLA Piper LLP (US) 10.1+ Securities Purchase Agreement, datedApril 5, 2023 , by and between180 Life Sciences Corp. and the Purchaser 10.2 Warrant Agent Agreement for Pre-Funded Warrants, datedApril 10, 2023 by and between180 Life Sciences Corp. andContinental Stock Transfer & Trust Company 10.3 Warrant Agent Agreement for Common Warrants, datedApril 10, 2023 by and between180 Life Sciences Corp. andContinental Stock Transfer & Trust Company 10.4 Form of Lock-Up Agreement 23.1 Consent ofDLA Piper LLP (US) (contained in Exhibit 5.1) 99.1 Press Release, datedApril 5, 2023 99.2 Press Release, datedApril 10, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Pursuant to Item 601(a)(5) of Regulation S-K, schedules have been omitted and will be furnished on a supplemental basis to theSEC upon request. 2
© Edgar Online, source