Inc. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On April 9, 2020, Milestone Scientific Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, acting as sole underwriter and book-running manager (the “Underwriter”), for a public offering (the “Offering”) of an aggregate of 4,750,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company, together with three-year warrants to purchase up to 2,375,000 shares of Common Stock (the “Warrants”) at an exercise price equal to $1.20 per share of Common Stock (the “Exercise Price”). The combined public offering price for each share of Common Stock and Warrant was $0.95. The Underwriter has agreed to purchase the shares of Common Stock and related Warrants from the Company at a 7.0% discount to the combined public offering price. In addition, the Company granted the Underwriter a 45-day option to purchase up to an additional 712,500 shares of Common Stock and/or Warrants to purchase up to 356,250 shares of Common Stock at the same price to cover over-allotments, if any. The gross proceeds to the Company from the Offering are approximately $4.5 million before underwriting discounts and commissions and other estimated offering expenses or approximately $5.2 million if the Underwriter exercises in full its overallotment option.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make in respect of these liabilities.
The Company has also granted the Underwriter a right of first refusal to act as placement agent, underwriter or book runner and/or placement agent on any subsequent private or public equity and public debt offerings of our securities for a period of 12 months from the sale of Common Stock and Warrants in the Offering.
The shares of Common Stock and the Warrants will be issued to a shelf registration statement that the Company filed with the Securities and Exchange Commission, which became effective on May 16, 2019 (File No. 333-231178). A preliminary prospectus supplement relating to the Offering was filed on April 8, 2020, and a final prospectus supplement relating to the Offering will be filed, with the Securities and Exchange Commission. The closing of the Offering is expected to take place on or about April 14, 2020, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. A copy of the form of Warrant is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement and the Warrant does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Golenbock Eiseman Assor Bell & Peskoe LLP relating to the legality of the issuance of the shares of Common Stock and Warrants is attached hereto as Exhibit 5.1.
Item 8.01 Other Events
The Company issued a press release on April 9, 2020 announcing the pricing of the Offering. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The following exhibit is filed with this report:
MILESTONE SCIENTIFIC INC. Exhibit
EX-1.1 2 ex_180666.htm EXHIBIT 1.1 ex_180666.htm Exhibit 1.1 4,…
To view the full exhibit click here
About Inc. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.
