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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