On January 9, 2018, we entered into an engagement agreement (the “Engagement Letter”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to act as our exclusive placement agent in connection with an offering of our common stock. Pursuant to the Engagement Letter, we agreed to pay Wainwright a placement agent fee of 6.0% and a management fee of 1.0% of the aggregate gross proceeds of the offering described below. We also agreed to reimburse Wainwright for its expenses in connection with the offering on a non-accountable basis in an amount equal to $25,000 and up to $100,000 for legal fees and expenses. A copy of the Engagement Letter is attached to this report as Exhibit 99.1.
On January 12, 2018, we completed the closing of our previously announced public offering of 4,000,000 shares of our common stock at a price of $1.00 per share. In connection with the offering, on January 10, 2018 we entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional investors in the offering. The form of Purchase Agreement is attached to this report as Exhibit 99.2. The net proceeds to us from the offering are expected to be approximately $3.5 million, after deducting placement agent fees and estimated offering expenses payable by us. We anticipate using the net proceeds from the offering for general corporate purposes, including manufacturing expenses, clinical trial expenses, research and development expenses, and general and administrative expenses.
The offering was made pursuant to our registration statement on Form S-3 (File No. 333-210974), which was declared effective by the Securities and Exchange Commission (“SEC”) on May 13, 2016, and a prospectus supplement thereunder. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached to this report as Exhibit 5.1.
On January 9, 2018 , we issued a press release announcing the offering, and on January 10, 2018 , we issued a press release announcing the pricing of the offering. Copies of these press releases are attached to this report as Exhibits 99.3 and 99.4, respectively.
The Engagement Letter and the Purchase Agreements contain customary representations, warranties and agreements by us, were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the other parties to such agreements, and may be subject to limitations agreed upon by such parties.
The foregoing descriptions of the Engagement Letter and the Purchase Agreements are not complete and are qualified in their entireties by reference to the full text of the respective agreements.
