PULMATRIX, INC. (NASDAQ:PULM) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
On March17, 2017, Pulmatrix, Inc. (the Company) entered into an
At-The-Market Sales Agreement (the Sales Agreement) with BTIG,
LLC (BTIG) to act as the Companys sales agent with respect to the
issuance and sale of up to $11,000,000 of the Companys shares of
common stock, par value $0.0001 per share (the Shares), from time
to time in an at-the-market public offering (the Offering).
Sales of the Shares, if any, through BTIG, will be made directly
on the NASDAQ Global Market, on any other existing trading market
for the Shares, to or through a market maker or through an
electronic communications network, or by any other method
permitted by law. In addition, if expressly authorized by the
Company, BTIG may also sell the Shares in privately negotiated
transactions.
Under certain circumstances, the Company or BTIG may suspend the
sale of the Shares under the Sales Agreement or terminate the
Sales Agreement. The Sales Agreement will automatically terminate
when the sale of Common Shares reaches an aggregate offering
amount equal to $11,000,000, or sooner if terminated as permitted
therein.
The Company will pay BTIG a commission equal to 3.0% of the gross
proceeds from the sale of the Shares to the Sales Agreement.
The Sales Agreement contains representations, warranties and
covenants that are customary for transactions of this type. In
addition, the Company has agreed to indemnify BTIG against
certain liabilities, including liabilities under the Securities
Act of 1933, as amended. A copy of the Sales Agreement is filed
as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The description of the Sales
Agreement is qualified in its entirety by reference to Exhibit
1.1 to this Current Report on Form 8-K.
The Shares will be sold and issued the Companys shelf
registration statement on Form S-3 (File No.333-212546), which
was previously declared effective by the Securities and Exchange
Commission, and a related prospectus.
In connection with the Offering, the legal opinion of Haynes and
Boone, LLP as to the legality of the Shares is being filed as
Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K, including the exhibits filed
herewith, is not an offer to sell or the solicitation of an offer
to buy the Shares or any other securities of the Company, nor
shall there by any offer, solicitation or sale of the Shares or
any other securities of the Company in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 1.1 |
At-The-Market Sales Agreement, dated March17, 2017, by and between Pulmatrix, Inc. and BTIG, LLC |
|
| 5.1 | Opinion of Haynes and Boone, LLP | |
| 23.1 | Consent of Haynes and Boone, LLP (included in Exhibit 5.1) |
About PULMATRIX, INC. (NASDAQ:PULM)
Pulmatrix, Inc. is a clinical stage biopharmaceutical company developing inhaled therapies to address serious pulmonary disease. The Company’s product pipeline is focused on advancing treatments for rare diseases, including PUR1900, an inhaled anti-fungal for patients with lung disease, including cystic fibrosis. In addition, the Company focuses on pulmonary diseases through collaboration with partners, including PUR0200, a generic in clinical development for chronic obstructive pulmonary disease. PULMATRIX, INC. (NASDAQ:PULM) Recent Trading Information
PULMATRIX, INC. (NASDAQ:PULM) closed its last trading session up +0.75 at 3.09 with 20,501,901 shares trading hands.
