Item 1.01. Entry into Material Definitive Agreement

On January 27, 2023, Nemaura Medical Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with several accredited institutional investors (the "Purchasers") pursuant to which the Company shall issue to the Purchasers, in a registered direct offering, an aggregate of 4,796,206 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), for a purchase price per share of $1.75 for aggregate gross proceeds to the Company of approximately $8.4 million, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-263618), which was declared effective on March 28, 2022 (the "Registration Statement").

Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that during the 45-days after the later of (i) the effective date of the resale registration statement providing for the resale of the shares of common stock issued and issuable upon the exercise of the warrants offered in the concurrent private placement ("resale registration statement") and (ii) the effective date of the shareholder approval of the terms of this registered offering and concurrent private placement ("shareholder approval"), the Company will not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain exceptions, and will not file any registration statements. In addition, the Company's executive officers and directors have agreed to a "lock-up" for a period of 45 days after the later of (i) the effective date of the resale registration statement and (ii) the effective date of the shareholder approval, with respect to their shares of Common Stock, including securities that are convertible into, or exchangeable or exercisable for, shares of Common Stock. Subject to certain exceptions, during such lock-up period, the Company's executive officers and directors may not offer, sell, pledge or otherwise dispose of these securities.

In a concurrent private placement, the Company is also selling to the Purchasers warrants to purchase an aggregate of 4,796,206 shares of Common Stock at an exercise price per share of $2.00 (the "Warrants"). The Warrants will be exercisable at the later of the effective date of shareholder approval or six months following the issue date and will expire five years and six months following the issuance date. The exercise price of the Warrants and the number of shares of the Common Stock issuable upon the exercise of the Warrants (the "Warrant Shares") will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants. The Warrants will be exercisable on a "cashless" basis in certain circumstances.

The Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) under Regulation D promulgated thereunder. The Company has agreed to file a registration statement on Form S-1 to register the resale of the Warrant Shares within 45 days of the date of the offering to obtain effectiveness of such registration statement within 90 days following the closing of the offering.

The Purchasers are "accredited investors" as defined under the Securities Act. The Purchasers, either alone or together with their respective representatives, have enough knowledge and experience to be considered sophisticated investors, have access to the type of information normally provided in a prospectus for a registered securities offering, and have agreed not to resell or distribute the Warrants or the Warrant Shares to the public except pursuant to an effective registration statement under the Securities Act or an exemption thereto.

EF Hutton, division of Benchmark Investments, LLC, acted as the sole placement agent (the "Placement Agent") on a "commercially reasonable efforts" basis, in connection with the offering. A copy of the Placement Agent Agreement, dated as of January 27, 2023, by and between the Company and the Placement Agent is attached hereto as Exhibit 10.2 and incorporated herein by reference (the "Placement Agent Agreement"). Pursuant to the Placement Agent Agreement, the Placement Agent will be entitled to a cash fee of 7% of the gross proceeds paid for the securities and reimbursement of certain out-of-pocket expenses up to $75,000.

The foregoing summaries of the offering, the securities to be issued in connection therewith, the Purchase Agreement, the Placement Agent Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the form of Purchase Agreement, the Placement Agent Agreement and the form of Warrant are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and are incorporated herein by reference.

The legal opinion of Anthony L.G., PLLC, counsel to the Company, relating to the shares offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

Item 3.02. Unregistered Sales of Equity Securities

Please see the disclosure regarding the Warrants and the Warrant Shares set forth under Item 1.01, which is incorporated by reference into this Item 3.02.




Item 8.01. Other Events

On January 27, 2023, the Company issued a press release announcing the transaction described in Item 1.01, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits


Exhibit No.     Description

4.1               Form of Warrant
5.1               Opinion of Anthony L.G., PLLC.
10.1              Form of Securities Purchase Agreement.
10.2              Placement Agent Agreement.
23.1              Consent of Anthony L.G., PLLC   (included in Exhibit 5.1)
99.1              Press release issued by Novo Integrated Sciences, Inc., dated January
                27, 2023.
104             Cover Page Interactive Data File - the cover page XBRL tags are
                embedded with the Inline XBRL document

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