MetaStat, Inc. (OTCMKTS:MTST) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement.
As previously disclosed in a Form 8-K filed by MetaStat, Inc. (the “Company”) with the Securities and Exchange Commission on June 27, 2017 (the “Prior Form 8-K), the Company entered into a subscription agreement dated June 23, 2017 (the “Subscription Agreement”) with a number of institutional and accredited investors (collectively, the “Investors”) to which the Company may sell up a maximum of $7,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a purchase price (the “Purchase Price”) of $1.15 per share (the “Private Placement”). The Private Placement was extended and the second and final closing was consummated on August 3, 2017. Please see the Prior 8-K for further disclosure regarding the terms of the Private Placement. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Prior 8-K.
In aggregate, to all closings in the Private Placement, the Company issued an aggregate of 623,696 Shares, 187,462 Additional Shares, approximately 229,363 Preferred Shares convertible into 2,293,632 Conversion Shares and repriced an aggregate of 524,850 warrants in connection with the Warrant Adjustment for an aggregate Purchase Price of approximately $2.57 million. After deducting placement agent fees and other offering expenses, the Company received net proceeds of approximately $2.35 million. Additionally, the Company will issue to the Placement Agent an aggregate of 162,487 placement agent warrants with a term of five years, an exercise price equal to $1.27 per share, and a cashless exercise provision.
Item 1.01.Unregistered Sales of Equity Securities.
As described more fully in Item 1.01 above,the issuance of the securities to the Private Placement were exempt from registration to Section 4(2) of, and Regulation D promulgated under, and Section 3(a)(9) of, the Securities Act of 1933, as amended.
Item 1.01. Financial Statement and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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10.1* |
Form of Purchase Agreement. |
* Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2017.
About MetaStat, Inc. (OTCMKTS:MTST)
MetaStat, Inc. is a pre-commercial molecular diagnostic company focused on the development and commercialization of diagnostics to provide oncologists and patients with clinically actionable information regarding the risk of systemic metastasis and adjuvant chemotherapy treatment decisions. The Company’s platform technologies are based on the identification of a pathway for the development of metastatic disease in epithelial-based solid tumors. It is developing two driver-based diagnostic product lines: MetaSite Breast and MenaCalc. Its MetaSite Breast and MenaCalc diagnostic product candidates are designed for patients based on their individual risk of metastasis. The MetaSite Breast test is applicable for early stage invasive breast cancer patients. The MenaCalc platform is a tissue-based quantitative immunofluorescence (QIF) assay applicable to a range of epithelial-based cancers, including breast, lung, colorectal and prostate.