Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on Form 8-K filed with the Commission on December 12,
2022, on December 9, 2022, the Company and 3i, LP ("3i"), the holder of
outstanding shares of Series A Convertible Preferred Stock ("Series A Preferred
Stock") entered into a letter agreement ("Letter Agreement") which provided that
pursuant to Section 8(g) of the Certificate of Designations for the Series A
Preferred Stock, the parties agreed that the Conversion Price (as defined in
such Certificate of Designations") was modified to mean the lower of: (i) the
Closing Sale Price (as defined in the Certificate of Designations) on the
trading date immediately preceding the Conversion Date (as defined in the
Certificate of Designations and (ii) the average Closing Sale Price of the
common stock for the five trading days immediately preceding the Conversion
Date, for the Trading Days (as defined in the Certificate of Designations)
through and inclusive of January 19, 2023.
On January 23, 2023, the Company and 3i amended the Letter Agreement to provide
the term Conversion Price will be in effect until terminated by the Company and
3i.
The shares of Series A Preferred Stock was acquired by 3i pursuant to the terms
that certain Securities Purchase Agreement dated as of May 20, 2021 and the
other related transaction documents by and between the Company and 3i. In
addition to the material relationship with 3i relating to the Series A Preferred
Stock, as previously disclosed, 3i is also a holder of a secured promissory note
issued by the Company pursuant to a Secured Note Purchase Agreement and a
Security Agreement by and between the Company and 3i, each of which is dated as
of November 22, 2022.
Item 3.03. Material Modification to Rights of Security Holders.
As previously disclosed in Item 1.01, the Company's Board of Directors and 3i
approved an amendment to the Letter Agreement dated December 9, 2022, to provide
that the term Conversion Price as defined in the Letter Agreement will continue
to be utilized until terminated by the Company and 3i.
Item 7.01 Regulation FD Disclosure
The Company is announcing its proposed annual budget for the calendar year. For
the year ending December 31, 2023, the Company anticipates that its annual
budget will consist of (1) milestone payments pursuant to license agreements
and, to a lesser extent, patents of approximately $4,924,000; (2) development
costs, including clinical trial costs, of approximately $10,496,000; and (3)
general and operating expenses of approximately $6,262,000. The Company's
proposed budget represents its projected total annual expenditures for the 2023
calendar year, and actual expenses and payments will differ from month to month
due to the timing of development costs and contractual milestone payments. The
Company intends to finance its budget through the raising of capital; no
assurance can be given that the Company will be able to raise a sufficient
amount of capital to finance its budget for 2023.
This discussion contains forward-looking statements based upon our current
expectations that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forward-looking statements as
a result of various factors. Reference is made to the "Risk Factors" section
contained in our Form 10-K for the year ended December 31, 2022 and other
periodic reports that we file with the Commission.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that Section, unless we
specifically incorporate it by reference in a document filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934. By furnishing
this information on this Current Report on Form 8-K, we make no admission as to
the materiality of any information in this report that is required to be
disclosed solely by reason of Regulation FD.
1
© Edgar Online, source Glimpses