Item 1.01 Entry into a Material Definitive Agreement.

Concurrent Registered Direct Offering and Private Placements

On January 25, 2023, Inhibikase Therapeutics, Inc. ("Company") entered into a securities purchase agreement (the "Registered Direct Purchase Agreement") in connection with a registered direct offering (the "Registered Direct Offering") and concurrent private placement with an institutional investor (the "Registered Direct Purchaser"). The Company also entered into a securities purchase agreement (the "PIPE Purchase Agreement" and, together with the Registered Direct Purchase Agreement, the "Purchase Agreements") and a registration rights agreement (the "Registration Rights Agreement") in connection with a concurrent private placement (the "PIPE Private Placement") with the same institutional investor (the "PIPE Purchaser" and, together with the Registered Direct Purchaser, the "Purchaser").

Pursuant to the Registered Direct Purchase Agreement, the Company agreed to sell in the Registered Direct Offering 2,800,789 shares ("Shares") of the Company's common stock, par value $0.001 ("Common Stock") and pre-funded warrants ("Pre-Funded Warrants") to purchase up to 3,943,398 shares of Common Stock. The Pre-Funded Warrants have an exercise price of $0.0001 per share and are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. Each Share is being sold at an offering price of $0.86 and each Pre-Funded Warrant is being sold at an offering price of $0.8599 (equal to the purchase price per Share minus the exercise price of the Pre-Funded Warrant). Pursuant to the Registered Direct Purchase Agreement, in a concurrent private placement (the "Registered Direct Private Placement" and, together with the PIPE Private Placement, the "Private Placements"), the Company also agreed to issue to the Registered Direct Purchaser unregistered common warrants ("Private Common Warrants") to purchase up to 6,744,187 shares of Common Stock. Each Private Common Warrant has an exercise price of $0.75 per share, is exercisable immediately upon issuance, and will expire five years following the date of issuance.

Pursuant to the PIPE Purchase Agreement, the Company also agreed to sell in the PIPE Private Placement unregistered pre-funded warrants (the "PIPE Pre-Funded Warrants") to purchase up to 4,883,721 shares of Common Stock, and unregistered common warrants ("PIPE Common Warrants") to purchase up to 4,883,721 shares of Common Stock. The PIPE Pre-Funded Warrants have an exercise price of $0.0001 per share and are immediately exercisable and can be exercised at any time after their original issuance until such PIPE Pre-Funded Warrants are exercised in full. Each PIPE Pre-Funded Warrant is being sold at an offering price of $0.8599 (equal to the purchase price per Share minus the exercise price of the Pre-Funded Warrant). Each PIPE Common Warrant has an exercise price of $0.75 per share, is exercisable immediately, and will expire five years following the date of issuance.

The Company expects to receive gross proceeds from the Registered Direct Offering and Private Placements (collectively, the "Offerings"), before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately $10 million.

The Offerings are expected to close on or about January 27, 2023, subject to satisfaction of customary closing conditions.

H.C. Wainwright & Co., LLC ("Wainwright") acted as the exclusive placement agent for the Offerings. The Company entered into an engagement letter ("Engagement Letter") with Wainwright for potential financings. Pursuant to such Engagement Letter, the Company agreed to pay Wainwright a placement agent fee of 7.0% of the aggregate gross proceeds raised in the Offerings. In addition, pursuant to the Engagement Letter, the Company will issue to Wainwright or its designees upon closing of the Offerings warrants ("Placement Agent Warrants") to purchase up to 406,977 shares of Common Stock (which represents 3.5% of the Shares and Pre-Funded Warrants being sold in the Offerings) at an exercise price of $1.075 per share (which represents 125% of the offering price per Share in the Offerings). The Placement Agent Warrants will terminate five years after the date of commencement of sales in the Offerings. The Company has also agreed to pay Wainwright $70,000 for non-accountable expenses and $15,950 for certain closing expenses incurred in connection with such Offerings.

The Registered Direct Offering of the Shares and the Pre-Funded Warrants (and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants) is being made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-262551), declared effective by the Securities and Exchange Commission on February 11, 2022 and a prospectus supplement that the Company plans to file with the Securities and Exchange Commission relating to such securities.

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None of the Private Common Warrants, PIPE Pre-Funded Warrants, PIPE Common Warrants or Placement Agent Warrants (collectively, the "Private Placement Warrants"), or the shares of Common Stock issuable upon the exercise of the Private Placement Warrants are registered under the Securities Act of 1933, as amended (the "Securities Act"). The Private Placement Warrants and the shares of Common Stock issuable upon exercise thereof will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder, for transactions not involving a public offering.

In the event of any fundamental transaction, as described in the Private . . .

Item 1.02 Termination of a Material Definitive Agreement.

On May 16, 2022, the Company entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Piper Sandler & Co., as sales agent (the "Agent"), pursuant to which the Company may, from time to time, issue and sell shares of its Common Stock, in an aggregate offering price of up to $9,801,287 through the Agent. Under the terms of the Equity Distribution Agreement, the Agent may sell the shares of Common Stock at market prices by any method that is deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act. No shares of Common Stock were sold pursuant to the Equity Distribution Agreement. Effective January 25, 2023, the Company terminated the Equity Distribution Agreement by providing a notice of termination to the Agent in accordance with the terms of the Equity Distribution Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Private Common Warrants, PIPE Pre-Funded Warrants, PIPE Common Warrants and Placement Agent Warrants and the shares of common stock underlying such warrants is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 25, 2023, the Company issued a press release announcing the concurrent Registered Direct Offering and Private Placements, as described above in Item 1.01 of this Current Report on Form 8-K. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. This information is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any Securities Act registration statements.


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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Number      Description

4.1           Form of Pre-Funded Warrant

4.2           Form of Private Common Warrant

4.3           Form of PIPE Pre-Funded Warrant

4.4           Form of PIPE Common Warrant

4.5           Form of Placement Agent Warrant

5.1           Opinion of McDermott Will & Emery LLP

10.1          Securities Purchase Agreement, dated as of January 25, 2023
            (Registered Direct)

10.2          Securities Purchase Agreement, dated as of January 25, 2023 (PIPE)


10.3          Registration Rights Agreement, dated as of January 25, 2023 (PIPE)


23.1          Consent of McDermott Will & Emery LLP (included in Exhibit 5.1)

99.1          Press Release dated January 25, 2023.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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