NEMAURA MEDICAL INC. (OTCMKTS:NMRD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On December 18, 2018, Nemaura Medical Inc. (the “Company”) entered into a placement agency agreement with Dawson James Securities, Inc. with respect to the issuance and sale of an aggregate of up to 2,400,000 units, each unit consisting of one share of common stock, par value $0.001 per share, together with one warrant to purchase one share of common stock at an exercise price equal to $1.04 per share, in a public offering. The warrants offered in the public offering will terminate on the fifth anniversary of the date of issuance. The public offering price for each unit was $1.04.
The shares of common stock, the warrants and the shares issuable upon exercise of the warrants are being offered and sold to the public to the Company’s registration statement on Form S-3 and an accompanying prospectus (File No. 333-210293), which was declared effective by the Securities and Exchange Commission on March 31, 2016, and a prospectus supplement filed with the Securities and Exchange Commission on December 19, 2018.
The closing of the offering occurred on December 20, 2018 and at such closing we sold 1,942,061 shares of common stock and 1,942,061 warrants for gross proceeds of approximately $2 million. The net proceeds to us from the sale of the shares of common stock and the warrants are expected to be approximately $1.75 million, after deducting placement agent commissions and other estimated offering expenses payable by us.
to the placement agency agreement, we agreed to pay Dawson James Securities, Inc. a cash fee equal to 8% of the aggregate gross proceeds raised in this offering. We also agreed to pay fees and expenses of the placement agent, not to exceed $50,000, and to issue to Dawson James Securities, Inc., on the closing date, a unit purchase option for the purchase of up to 97,103 units, equal to 5% of the aggregate number of units sold in the public offering, with an exercise price of $1.30, or 125% of the price per unit.
The placement agency agreement provides that we will agree, subject to certain exceptions, for a period of 90 days after the date of the placement agency agreement, that we will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than to a registration statement on Form S-8 for employee benefit plans or the filing of a new “shelf” registration statement on a Form S-3).
Our officers and directors have also agreed, subject to limited exceptions, for a period of 6 months after the date of the placement agency agreement, not to offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any common stock, any securities convertible into or exercisable or exchangeable for common stock, whether now owned or thereafter acquires the power of disposition, without the prior written consent of the placement agent. The placement agent may, in its sole discretion and at any time or from time to time before the termination of the lock-up period, without notice, release all or any portion of the securities subject to lock-up agreements.
The placement agency agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us and Dawson James Securities, Inc., 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 placement agency 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, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the placement agency agreement.
In furtherance of the offering, on December 20, 2018, we entered into a warrant agency agreement with Island Stock Transfer to which Island Stock Transfer agreed to act as our warrant agent with respect to the warrants.
The foregoing descriptions of the placement agency agreement, the warrant agency agreement, warrant and form of unit purchase option are qualified in their entirety by reference to the full text of such agreements which are attached to this report on Form 8-K as Exhibits 10.1, 10.2, 4.1 and 4.2, and are incorporated herein by reference in their entirety.
This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
Item 1.01. Financial Statement and Exhibits.
Opinion of Loeb & Loeb LLP.
Nemaura Medical Inc. Exhibit
EX-4.1 2 ex4x1.htm EXHIBIT 4.1 Exhibit 4.1 COMMON STOCK PURCHASE WARRANT NEMAURA MEDICAL INC. Warrant Shares: _______ Initial Exercise Date: December 20,…
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About NEMAURA MEDICAL INC. (OTCMKTS:NMRD)
Nemaura Medical, Inc. is a holding company. The Company owns a diagnostic medical device company specializing in discovering, developing and commercializing specialty medical devices. The Company’s focus is on the development of a continuous glucose monitoring (CGM) device, which consists of a disposable patch containing a sensor, and a non-disposable miniature electronic watch with a re-chargeable power source. CGM through a non-invasive patch can enable early detection of subtle changes in blood glucose levels. The Company, through its operating subsidiaries, performs medical device research and manufacturing of a CGM, named sugarBEAT. The sugarBEAT device is a non-invasive, wireless device for use by persons with Type I and Type II diabetes, and may also be used to screen pre-diabetic patients. The sugarBEAT device extracts analytes, such as glucose, to the surface of the skin in a non-invasive manner where it is measured using sensors and interpreted using an algorithm.