Nemus Bioscience, Inc. (NASDAQ:NMUS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
Item 3.02 Unregistered Sales of Equity
Securities.
On December 29, 2016, Nemus Bioscience, Inc. (the Company)
entered into a Securities Purchase Agreement (the Agreement) to
sell up to 1,500 shares of Series D Convertible Preferred Stock
(Preferred Shares), to certain accredited investors (as such
terms are defined in the Securities Act of 1933 and the rules and
regulations promulgated thereunder, all as amended, collectively,
the Purchasers) at a purchase price of $1,000 for each Preferred
Share for aggregate proceeds of $1,500,000 (the Financing). The
designations, preferences and relative rights of the Series D
Convertible Preferred Stock are specified in the Certificate of
Designation of the Relative Rights and Preferences of the Series
D Convertible Preferred Stock, which provides, among other
things, that:
|
The Preferred Shares have a stated value of $1,000 per share (Stated Value) and are convertible into shares of common stock at a conversion price of $0.25. |
|
|
The Series D Convertible Preferred Stock include customary provisions including anti-dilution protection, rights upon a fundamental transaction and adjustments for dividends and purchase rights. |
|
|
The Series D Convertible Preferred Stock includes a most favored nation provision which provides that as long as the Purchasers hold any of the Preferred Shares, if the Company issues any new securities in a private placement or public offering (a Subsequent Financing), the Investors may exchange all of the Preferred Shares at their Stated Value for the securities issued in the Subsequent Financing on the same terms of such Subsequent Financing. |
|
|
The Series D Convertible Preferred Stock has a limitation on conversion into common stock to preclude the holder from acquiring beneficial ownership of more than 4.99% of our outstanding common stock, which may be increased to 9.99% in certain circumstances. |
The Agreement also contemplates that the Company will enter into
lock up agreements with each of the Companys officers and
directors, including Brian S. Murphy, Elizabeth M. Berecz, Cosmas
N. Lykos, Gerald W. McLaughlin, Thomas A. George and Douglas S.
Ingram as a condition to, and to be effective on, the closing of
theAgreement.
The Preferred Shares are being sold in a transaction exempt from
registration under Section 4(a)(2) of the Securities Act of 1933,
as amended, and Rule 506(b) of Regulation D.
This Financing is expected to close in part on December 30, 2016,
and in part on or before January 6, 2017, subject to customary
closing conditions. Roth Capital Partners LLC (Roth) served as
placement agent for the Financing. For its services, Roth will
receive compensation. The Company intends to use the proceeds of
the Financing to fund the advancement of its proprietary
cannabinoid-based therapeutics and for general corporate
purposes.
As part of the terms of the Agreement, the Company entered into a
Registration Rights Agreement with the Purchasers to which the
Company has agreed to file a registration statement to register
for resale the shares of common stock underlying the Preferred
Shares, within 30 calendar days following the closing of the
Financing. Subject to certain exceptions, in the event the
registration statement does not become effective within certain
time periods set forth in the Registration Rights Agreement, the
Company would be required to pay the Purchasers in the Financing
an amount in cash equal to two percent (2.0%) of the aggregate
purchase price of the Preferred Shares every month until such
time as the registration statement becomes effective or the
shares of common stock underlying the Preferred Shares sold in
the Financing may be sold by the Purchasers to Rule 144 without
any restrictions or limitations.
The foregoing description of the Securities Purchase Agreement
and the Registration Rights Agreement does not purport to be
complete and is qualified in its entirety by the form of
Securities Purchase Agreement attached hereto as Exhibit 10.1,
and the form of Registration Rights Agreement attached hereto as
Exhibit 10.2, each of which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 29, 2016, the Company issued a press release
announcing the Financing. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
The Company is furnishing the information in this Current Report
on Form 8-K and in Exhibit 99.1 to comply with Regulation FD.
Such information shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, and
shall not be deemed to be incorporated by reference into any of
the Companys filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date hereof and regardless of
any general incorporation language in such filings, except to the
extent expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description |
|
10.1 |
Form of Securities Purchase Agreement |
|
10.2 |
Form of Registration Rights Agreement |
|
99.1 |
Press release dated December 29, 2016 |