ALLIANCE MMA, INC. (NASDAQ:AMMA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement
On January 9, 2018, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, acting as sole book-running manager (the “Underwriter”), for a public offering (the “Offering”) of a combination of 2,150,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company, and 1,935,000 warrants to purchase1,935,000 shares of Common Stock (the “Warrants”). Each share of Common Stock is sold in combination with a Warrant to purchase 0.90 shares of Common Stock. The Warrants have a five-year term and an exercise price of $1.10 per share. The Offering price is $1.00 per share of Common Stock and related Warrant and the Underwriter has agreed to purchase the shares of Common Stock and related Warrants from the Company at a 7.0% discount to the Offering price. In addition, the Company has granted to the Underwriter a 45-day option to purchase up to an additional322,500 shares of Common Stock and/or290,250 Warrants to purchase290,250 shares of Common Stock at the same price to cover over-allotments, if any. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The gross proceeds to the Company from the Offering are approximately $2,150,000 before underwriting discounts and commissions and other estimated offering expenses.
The Offering was made to an effective shelf registration statement on Form S-3 (SEC File No. 333-221295) that was declared effective by the Securities and Exchange Commission on December 1, 2017 and a prospectus supplement, dated January 9, 2018, together with the accompanying base prospectus.
The foregoing description of the Offering and the Underwriting Agreement is not complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
Item 8.01.Other Events.
On January 9, 2018, the Company issued a press release announcing that it had priced the Offering. The press release is attached as Exhibit 99.1.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
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Alliance MMA, Inc. ExhibitEX-1.1 2 tv482956_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 2,…To view the full exhibit click here
About ALLIANCE MMA, INC. (NASDAQ:AMMA)
Alliance MMA, Inc. is a mixed martial arts organization offering the premier developmental league for mixed martial arts (MMA) fighters to advance to the sport’s highest level of professional competition. The Company was formed to acquire the businesses of the Target Companies and the media libraries of two prominent mixed martial arts, or MMA, promotions. By combining the Target Companies, it intends to create a developmental league for professional MMA fighters and a feeder.