ITEM 1.01.
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Entry Into a Material Definitive Agreement.
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On April 19, 2017, Edge Therapeutics, Inc. (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with certain investors providing for the issuance and sale by the Company of 1,800,000 shares of the Company’s common stock, par value $0.00033 per share (the “Shares”), in a registered direct offering (the “Offering”). The Shares were offered at a price of $10.00 per Share. The closing of the Offering is expected to occur on April 21, 2017.
The Company received gross proceeds from the Offering of $18 million and the net proceeds are $17.4 million, after deducting offering expenses, including the finder’s fee payable to Maxim Group LLC. The Company intends to use the net proceeds from the Offering to advance pre-commercial activities for EG-1962 (currently in a registration study for the treatment of aneurysmal subarachnoid hemorrhage), to expand its product portfolio and for general corporate purposes.
The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-214196), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 2, 2016. The Shares may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement relating to the Offering was filed with the SEC and is available on the SEC’s website at http://www.sec.gov.
Attached as Exhibit 5.1 to this Current Report is the opinion of Dechert LLP relating to the legality of the issuance and sale of the Shares.
The Subscription Agreement contains customary representations, warranties and covenants by the Company and the investors including representations and warranties that the respective parties made to, and solely for the benefit of, the other parties thereto in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the Subscription Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Subscription Agreement or as stated therein and is not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC. The foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report.
This Current Report does not constitute an offer to sell the Shares or a solicitation of an offer to buy these Shares, nor shall there be any sale of these Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This Current Report contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount and use of net proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s SEC filings.