Atossa Genetics Inc. (NASDAQ:ATOS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 28, 2017, Atossa Genetics Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Aegis Capital Corp. (the Underwriter) relating to the public
offering (the Offering) of: (i) 664,000 Class A Units with each
Class A Unit consisting of one share of Common Stock and one
Warrant to purchase one share of Common Stock; and (ii) 3,502
Class B Units, which were offered to those purchasers whose
purchase of Class A Units in this offering would have resulted in
the purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% of our outstanding
Common Stock immediately following the consummation of this
offering. Each Class B Unit consists of one share of Series A
Preferred, with a stated value of $1,000 and convertible into
1,333.33 shares of Common Stock, together with 1,333.33 Warrants.
In addition, the Underwriter was granted an over-allotment option
(the Over-allotment Option) for a period of 45 days to purchase
up to an additional 800,000 shares of Common Stock and/or 800,000
Warrants to purchase a maximum of 800,000 shares of Common Stock.
As of the closing of the Offering, the Underwriter has exercised
the Over-Allotment Option with respect to 530,000 shares of
Common Stock and 530,000 Warrants.
The Series A Preferred included in the Class B Units are
convertible into an aggregate total of 4,669,333 shares of Common
Stock and the Warrants included in the Class B Units are
exercisable for an aggregate total of 4,669,333 shares of Common
Stock. The Series A Preferred do not have any voting rights but
are convertible into shares of Common Stock. The Class B Units
are not certificated and the shares of Series A Preferred and
Warrants part of such unit are immediately separable and were
issued separately in this offering. Each Warrant has an exercise
price of $0.9375, is exercisable upon issuance and will expire
five years from the date of issuance.
The Offering closed on April 3, 2017. The Offering securities
were offered and sold to the Company’s Registration Statement on
Form S-1 (Registration No. 333-216031), (the Registration
Statement) filed with the Securities and Exchange Commission (the
Commission), under the Securities Act of 1933, as amended (the
Securities Act), on February 13, 2017 for the registration of the
Shares and Warrants, Amendment No. 1 thereto filed with the
Commission on March 16, 2017, Amendment No. 2 thereto filed on
March 21, 2017, Amendment No. 3 thereto filed on March 23, 2017,
Amendment No. 4 thereto filed on March 28, 2017 and Amendment No.
5 thereto filed on March 28, 2017; (ii) the preliminary
prospectus dated March 28, 2017, in the form filed with the
Commission to Rule 424(b) under the Securities Act on March 28,
2017; (iii) the free writing prospectus dated March 29, 2017, in
the form filed with the Commission to Rule 433 under the
Securities Act on March 30, 2017; and (iv) the final prospectus
dated March 31, 2017 (the Final Prospectus) in the form filed
with the Commission to Rule 424(b) under the Securities Act on
March 31, 2017.
The foregoing descriptions of the Underwriting Agreement and the
Warrants are not complete and are qualified in their entirety by
reference to the full text of the Underwriting Agreement and the
Form of Warrant, which are filed as Exhibits 1.1 and 4.1,
respectively, to this report and are incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description | |
| 1.1 |
Underwriting Agreement, dated March 28, 2017, between Atossa Genetics Inc. and Aegis Capital Corp., as representative of the several underwriters named therein |
|
| 4.1 | Form of Warrant | |
| _________________ |
(s)
About Atossa Genetics Inc. (NASDAQ:ATOS)
Atossa Genetics Inc. is a clinical-stage pharmaceutical company focused on the development of therapeutics and delivery methods for the treatment of breast cancer and other breast conditions. The Company’s leading program uses its intraductal microcatheters, which deliver pharmaceuticals through the breast ducts. It has initiated a Phase II clinical study using its microcatheters to deliver fulvestrant as a treatment of ductal carcinoma in-situ (DCIS) and breast cancer. Its second pharmaceutical program under development is Afimoxifene Topical Gel (AfTG) for the treatment and prevention of hyperplasia of the breast. It is also engaged in the process of evaluating other therapeutic candidates to treat other breast conditions, including breast cancer. Its medical devices include the ForeCYTE Breast Aspirator and the FullCYTE Breast Aspirator. These devices are intended for the collection of nipple aspirate fluid (NAF) for cytological testing at a laboratory. Atossa Genetics Inc. (NASDAQ:ATOS) Recent Trading Information
Atossa Genetics Inc. (NASDAQ:ATOS) closed its last trading session 00.000 at 0.760 with 298,267 shares trading hands.