Current Report Filing (8-k)
March 24 2021 - 3:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 22, 2021
ANIXA
BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37492
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11-2622630
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3150
Almaden Expressway, Suite 250
San
Jose, CA
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95118
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408) 708-9808
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.01 per share
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ANIX
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The
NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On
March 22, 2021, Anixa Biosciences, Inc. (the “Company”) entered into an amended and restated underwriting agreement
(the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC, as representative (the “Representative”)
of the underwriters (the “Underwriters”), to issue and sell 4,285,715 shares of common stock of the Company, par value
$0.01 per share (“Common Stock”), in an underwritten, firm-commitment public offering pursuant to an effective registration
statement on Form S-3 (File No. 333-232067) and a related prospectus and prospectus supplement, in each case filed with the Securities
and Exchange Commission (the “Offering”). The public offering price to the public is $5.25 per share of Common Stock,
less underwriting discounts and commissions. In addition, the Company granted the Underwriters an option to purchase, for a period
of 30 days from the date of the Underwriting Agreement, up to an additional 642,857 shares of Common Stock at the same public
offering price.
In
connection with the Offering, the Company agreed to pay the Representative an underwriting discount equal to 7.0% of the gross
proceeds of the Offering and a management fee equal to 1.0% of the gross proceeds of the Offering. The Company also agreed to
pay the Representative $50,000 for non-accountable expenses, an expense allowance of up to.$100,000 for legal fees and other out-of-pocket
expenses and $15,950 for closing expenses. The Company agreed to issue to the Representative, or its designees, warrants to purchase
up to 300,000 shares of Common Stock (up to 345,000 shares of Common Stock if the over-allotment option is exercised in full)
at an exercise price of $6.5625 per share (the “Underwriter Warrants”). The Underwriter Warrants will have a term
of five years from the commencement of the sales in the Offering.
The
Company estimates that the net proceeds from the Offering will be approximately $20.3 million, or approximately $23.4 million
if the Underwriters exercise in full their option to purchase additional shares of Common Stock, in each case after deducting
underwriting discounts and commissions and estimated offering expenses. The Offering is expected to close on or about March 25,
2021, subject to customary closing conditions.
The
Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification
obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Copies of the Underwriting
Agreement and form of Underwriter Warrant are filed as Exhibit 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and
are incorporated herein by reference. The foregoing description of the Underwriting Agreement and Underwriter Warrants
are qualified in their entirety by reference to such exhibits. A copy of the opinion of Ellenoff Grossman & Schole LLP as
to the legality of the shares of Common Stock, Underwriter Warrants and shares of Common Stock issuable upon exercise of
the Underwriter Warrants to be issued in the Offering and related consent is filed as Exhibit 5.1 to this Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed with this Current Report on Form 8-K:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
March 24, 2021
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ANIXA
BIOSCIENCES, INC.
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By:
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/s/
Amit Kumar
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Name:
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Dr.
Amit Kumar
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Title:
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President
and Chief Executive Officer
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Anixa Biosciences (NASDAQ:ANIX)
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