COHBAR, INC. (OTCMKTS:CWBR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

On May 27, 2020, CohBar, Inc. (the “Company”), entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with Virtu Americas LLC, as agent (“Virtu”), to which the Company may offer and sell, from time to time through Virtu, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $20.0 million (the “Shares”).

The offer and sale of the Shares will be made to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-221724) filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 22, 2017 and declared effective by the SEC on December 1, 2017, as supplemented by a prospectus supplement dated May 27, 2020 and filed with the SEC to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

to the Sales Agreement, Virtu may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act or any other method permitted by law. Virtu will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose.

The Company is not obligated to make any sales of the Shares under the Sales Agreement. The offering of Shares to the Sales Agreement will terminate upon the earliest of (a) the sale of all of the Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by Virtu or the Company, as permitted therein.

The Company will pay Virtu a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of Shares and have agreed to provide Virtu with customary indemnification and contribution rights. The Company will also reimburse Virtu for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares thereto.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of the Company’s counsel regarding the validity of the Shares that will be issued to the Sales Agreement is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

CohBar, Inc. Exhibit
EX-1.1 2 ea122363ex1-1_cohbarinc.htm AT-THE-MARKET SALES AGREEMENT,…
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