moleculin biotech, INC. (NASDAQ:MBRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
On March 27, 2019, Moleculin Biotech, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. (the “Underwriter”) relating to an underwritten offering (the “Offering”) of 5,250,000 units (each a “Unit”), each Unit consisting of (i) one share of the Company’s common stock, $0.001 par value per share (“Common Stock”), and (ii) 0.5 of a warrant to purchase one share of Common Stock (each a “Warrant”). The public offering price of the Units was $1.00 per Unit, and the Underwriter has agreed to purchase the Units from the Company to the Underwriting Agreement at a price of $0.93 per Unit.
The Warrants included in the Units will be immediately exercisable at a price of $1.10 per share, subject to adjustment in certain circumstances, and will expire five years from the date of issuance. The shares of Common Stock are being offered together with the Warrants, but the securities comprising the Units will be issued separately and will be separately transferable.
The closing of the Offering is expected to take place on March 29, 2019, subject to the satisfaction of customary closing conditions. The Company estimates that the net proceeds from the sale of the Units will be approximately $4.65 million after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for planned clinical trials, preclinical programs, for other research and development activities and for general corporate purposes.
The Units are being offered and sold to the Company’s shelf registration statement on Form S-3 (File No. 333-219434), which became effective on August 21, 2017.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
to the Underwriting Agreement, the Company agreed to issue to Oppenheimer & Co. Inc. a warrant (the “Underwriter Warrant”) to purchase up to 367,500 shares of Common Stock, which equates to 7.0% of the number of shares of Common Stock to be issued and sold in the Offering. The exercise price of the Underwriter Warrant will be $1.10 per share. The Underwriter Warrant has been deemed underwriting compensation by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and therefore shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the Offering, to Rule 5110(g)(1) of FINRA’s Rules.
The Company agreed to a 75-day “lock-up” (60 days in the case of sales of Common Stock to its existing equity line with Lincoln Park Capital) and the Company’s executive officers and directors agreed to a 90-day “lock-up” with respect to shares of Common Stock and other securities beneficially owned, including securities that are convertible into, or exchangeable or exercisable for, shares of Common Stock. Subject to certain exceptions, during the applicable lock-up period, the Company and its executive officers and directors may not offer, sell, pledge or otherwise dispose of the foregoing securities without the prior written consent of Oppenheimer & Co. Inc.
The foregoing description of the material terms of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text thereof, 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 foregoing description of the material terms of the Warrant and Underwriter Warrant is not complete and is qualified in its entirety by reference to the full text of the form of Warrant and Underwriter Warrant, copies of which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.
The legal opinion of Schiff Hardin LLP, counsel to the Company, relating to the securities offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The Company issued a press release on March 26, 2019 announcing the launch of the Offering and on March 27, 2019 announcing the pricing of the Offering. The full text of the press releases issued in connection with these announcements are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, and the information contained therein is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
Moleculin Biotech, Inc. Exhibit
EX-1.1 2 tv517330_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 MOLECULIN BIOTECH,…
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About moleculin biotech, INC. (NASDAQ:MBRX)
Moleculin Biotech, Inc. is a preclinical and clinical-stage pharmaceutical company. The Company is focused on the development of anti-cancer drug candidates. Its lead drug candidate is liposomal Annamycin, which it refers to as Annamycin, an anthracycline intended for the treatment of relapsed or refractory acute myeloid leukemia (AML). Annamycin is a Phase II clinical-stage anthracycline and liposome formulated anthracycline that has been designed to eliminate cardiotoxicity and avoid the multidrug resistance mechanisms. It has over two other drug development projects in progress, one involving a portfolio of small molecules, which it refers to as the WP1066 Portfolio, focused on the modulation of key oncogenic transcription factors involved in the progression of cancer, and the WP1122 Portfolio, a suite of molecules targeting the metabolic processes involved in cancer in general, and glioblastoma. As of September 30, 2016, it had not generated any revenue from its operations.