INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On December 28, 2020, SunHydrogen, Inc. (the “Company”) entered into a letter agreement (“Letter Agreement”) with an existing accredited investor to exercise certain outstanding warrants (the “Exercise”) to purchase up to an aggregate of 120,000,000 shares of the Company’s common stock at an exercise price per share of $0.075 (the “Existing Warrants”). The Existing Warrants were issued on December 3, 2020, had an exercise price of $0.075 per share and an exercise period of 30 months from the date of issuance.
The issuance of the 120,000,000 shares of common stock upon exercise of the Existing Warrants is registered to effective registration statements on Form S-3 (File Nos. 333-239632 and 333-251064). The gross proceeds to the Company from the Exercise are expected to be approximately $9.0 million, prior to deducting placement agent fees and offering expenses.
In consideration for the immediate exercise of the Existing Warrants for cash, the exercising investor will receive new unregistered warrants to purchase up to an aggregate of 132,000,000 shares of common stock (the “New Warrants”). The New Warrants will have an exercise price of $0.075 per share, with an exercise period of three years from the date of issuance.
H.C. Wainwright & Co., LLC (“Wainwright”) is acting as the exclusive placement agent for the Exercise and the issuance of the New Warrants. to a letter agreement dated November 30, 2020, as amended on December 28, 2020, between the Company and Wainwright (the “Engagement Agreement”), at the closing of the Exercise, the Company will issue to Wainwright (or its designees) warrants to purchase up to an aggregate of 8,400,000 shares of common stock of the Company (the “Placement Agent Warrants”), which equals 7.0% of the aggregate number of shares of common stock issuable to the investor upon the Exercise. The Placement Agent Warrants will have an exercise price of $0.0938 per share and will otherwise have identical terms to the New Warrants. In addition, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the Exercise and the sale of the New Warrants, a management fee of 1.0% of the gross proceeds received by the Company from the Exercise and the sale of the New Warrants, $35,000 for non-accountable expenses and a $12,900 clearing fee.
The closing of the Exercise and the issuance of the New Warrants is expected to take place on or about December 31, 2020.
The foregoing summaries of the Letter Agreement, the New Warrants and Engagement Agreement, are qualified by reference to the full text of such documents which are filed as exhibits to this report.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is incorporated by reference into this Item 3.02. In connection with the sale of the New Warrants and the Placement Agent Warrants and the shares of common stock issuable thereunder, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 9.01 Financial Statements and Exhibits.
|10.1||Form of Letter Agreement|
|10.2||Form of New Warrant|
|10.3||Engagement Agreement between the Company and H.C. Wainwright & Co., LLC (incorporated by reference to 8-K filed December 3, 2020)|
|10.4||Amendment dated December 28, 2020, to Engagement Agreement between the Company and H.C. Wainwright & Co., LLC|
SUNHYDROGEN, INC. Exhibit
EX-10.1 2 ea132356ex10-1_sunhydrogen.htm FORM OF LETTER AGREEMENT Exhibit 10.1 SUNHYDROGEN,…
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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.