Attila, I think CM will use PR's and other means to increase share price in order to accelerate the sale of shares to LPC (see below from the LPC Agreement). And the purpose of that will be to raise capital to conduct our trials on our own or at least without the need of outside Bio/Pharma help for now. That doesn't preclude NIH/NIA grants and those from RSI, MJFF and AUSG. Once underway and with good results, he will be able to negotiate from strength.
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The Lincoln Park Transaction
On October 21, 2015, we entered into the Purchase Agreement and the RRA with Lincoln Park. Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase from us up to $50,000,000 of shares of our common stock (subject to certain limitations). Pursuant to the terms of the RRA, we have filed with the SEC the 2016 Registration Statement for 6,754,609 shares of common stock which was declared effective September 9, 2016 and which is still effective as of the date of this prospectus and the 2017 Registration Statement for 5,000,000 shares of which this prospectus is made a part to register for sale under the Securities Act the shares that have been and may be issued to Lincoln Park under the Purchase Agreement.
From September 9, 2016, we may, from time to time over a 36-month period and at our sole discretion, but no more frequently than every other business day, direct Lincoln Park to purchase 50,000 shares of our common stock on any such business day, which amounts may be increased under certain circumstances, provided that in no event shall Lincoln Park purchase more than $2,000,000 worth of our common stock on any single business day, plus an additional “accelerated amount” under certain circumstances, at a purchase price per share based on the market price of our common stock immediately preceding the time of sale as computed under the Purchase Agreement without any fixed discount. The amount of shares of our common stock that we direct Lincoln Park to purchase depends on the closing price of our common stock.
Purchase of Shares Under the Purchase Agreement
On any day that the closing sale price of our common stock is not below $7.00 the purchase amount may be increased, at our sole discretion, to up to 75,000 shares of our common stock per purchase; on any day that the closing sale price of our common stock is not below $9.00 the purchase amount may be increased, at our sole discretion, to up to 100,000 shares of our common stock per purchase; and on any day that the closing sale price of our common stock is not below $11.00 the purchase amount may be increased, at our sole discretion, to up to 125,000 shares of our common stock per purchase and on any day that the closing sale price of our common stock is not below $13.00 the purchase amount may be increased, at our sole discretion, to up to 150,000 shares of our common stock per purchase. Such purchases are hereinafter referred to as “Regular Purchases”. In no event shall Lincoln Park purchase more than $2,000,000 worth of our common stock pursuant to a Regular Purchase on any single business day. The purchase price per share for each such Regular Purchase will be equal to the lower of:
• the lowest sale price for our common stock on the purchase date of such shares; or
• the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date of such shares.
In addition to Regular Purchases described above, we may also direct Lincoln Park, on any business day on which we have properly submitted a Regular Purchase notice, to purchase an additional amount of our common stock, which we refer to as an “Accelerated Purchase”, not to exceed the lesser of:
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• 30% of the aggregate shares of our common stock traded during normal trading hours on the purchase date; and
• 200% of the number of purchase shares purchased pursuant to the corresponding Regular Purchase.
The purchase price per share for each such Accelerated Purchase will be equal to the lower of:
• 96% of the volume weighted average price during (i) the entire trading day on the purchase date, if the volume of shares of our common stock traded on the purchase date has not exceeded a volume maximum calculated in accordance with the Purchase Agreement, or (ii) the portion of the trading day of the purchase date (calculated starting at the beginning of normal trading hours) until such time at which the volume of shares of our common stock traded has exceeded such volume maximum; or
• the closing sale price of our common stock on the purchase date.
In the case of both Regular Purchases and Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.
The Purchase Agreement limits our sales of shares of common stock to Lincoln Park to the maximum number of shares of our common stock that we may issue without breaching our obligations under applicable Nasdaq rules or obtaining stockholder approval under such rules.
Other than as set forth above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park.
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