Item 1.01 Entry into a Material Definitive Agreement.
On
A.G.P./
The Purchase Agreement contains customary conditions to closing, representations
and warranties of the Company, and termination rights of the parties, as well as
certain indemnification obligations of the Company and ongoing covenants for the
Company. In addition, under the Purchase Agreement, for a period of ninety (90)
days from the closing date of the Offering, the Company (and its subsidiaries)
agreed not to (i) issue, enter into any agreement to issue or announce the
issuance or proposed issuance of any shares of the Company's Common Stock or
common stock equivalents (other than certain exempt issuances); or (ii) to file
any registration statement or amendment or supplement thereto, other than the
prospectus supplements or filing a registration statement on Form S-8 in
connection with an employee benefit plan of the Company. Furthermore, for a
period of twelve (12) months from the closing date of the Offering, the Company
(and its subsidiaries) shall be prohibited from (i) effecting or entering into
certain agreements for the issuance of Common Stock or common stock equivalents
(or a combination thereof) involving a Variable Rate Transaction, as defined in
the Purchase Agreement, including any issuance pursuant to that certain common
stock purchase agreement by and between the Company and
Pursuant to the Purchase Agreement, effective on or after the closing of the
Offering, subject to review and approval by the Company's board of directors and
its nominating and corporate governance committee, the terms of the Company's
certificate of incorporation and bylaws and compliance with applicable law or
regulation or the rules and criteria, the Company agreed to appoint one
individual selected by
A holder (together with its affiliates) will not be able to exercise any portion of the Pre-Funded Warrants to the extent that the holder would own more than 4.99% (or, at the holder's option upon issuance, 9.99%) of the Company's outstanding shares of Common Stock immediately after exercise. However, upon prior notice from the holder to the Company, a holder may increase or decrease the amount of ownership of outstanding shares of Common Stock up to 9.99% of the number of the Company's shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Securities Exchange Act of 1934, as amended, provided that any increase shall not be effective until 61 days following notice to us.
The closing of the Offering is expected to occur on
The Company also entered into a Placement Agency Agreement, dated
The foregoing summaries of the Pre-Funded Warrants, Purchase Agreement and Placement Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 10.1 and 10.2, respectively, to this Report on Form 8-K, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
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Exhibit Description Number 4.1 Form of Pre-Funded Warrant. 10.1 Form of Securities Purchase Agreement by and betweenMyomo, Inc. and the investors identified on the signatures thereto datedJanuary 11, 2023 . 10.2 Placement Agency Agreement by and betweenMyomo, Inc. and AGP/Alliance Global Partners datedJanuary 11, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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