Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
The Pre-Funded Warrants issued in the Private Placement provide that the holder
of the Pre-Funded Warrants will not have the right to exercise any portion of
its Pre-Funded Warrants if such holder, together with its affiliates and any
other persons whose beneficial ownership of Common Stock would be aggregated
with the holder for purposes of Section 13(d) or Section 16 of the Securities
Exchange Act of 1934, as amended, would beneficially own in excess of 35.00% of
the number of shares of Common Stock outstanding immediately after giving effect
to such exercise. The Warrant Shares will also be subject to certain
registration rights under the Company's Amended and
The Private Placement is expected to close on or before
The foregoing descriptions of the Securities Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 10.1 and 4.1 hereto, respectively, and incorporated by reference herein.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 relating to the Private Placement is hereby incorporated by reference into this Item 3.02. Neither the Pre-Funded Warrants nor the Warrant Shares are registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof. In connection with the Investors' execution of the Securities Purchase Agreement, each Investor represented to the Company that it is an "accredited investor" as defined in Regulation D of the Securities Act and that the Pre-Funded Warrants purchased by it were acquired for its own account for investment only and with no present intention of distributing any of the Pre-Funded Warrants or Warrant Shares or any arrangement or understanding with any other persons regarding the distribution of the Pre-Funded Warrants or Warrant Shares.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description No. 4.1 Form of Pre-Funded Warrant 10.1* Securities Purchase Agreement, datedJanuary 4, 2023 , by and betweenLandos Biopharma, Inc. and the investors that are a party thereto 99.1 Press Release, datedJanuary 5, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished
to theSEC upon request.
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