Skyline Medical Inc. (NASDAQ:SKLN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On January 12, 2017, Skyline Medical Inc. (the Company), in
connection with a public offering (the Offering) of units of the
Company, entered into an underwriting agreement (the Underwriting
Agreement) with Dawson James Securities, Inc., as underwriter
(the Underwriter). to the Underwriting Agreement, the Company
agreed to sell 1,750,000 units (the Units), with each Unit
consisting of one share of the Companys common stock, par value
$0.01 per share (the Common Stock) and 0.2 of a Series D Warrant,
with each whole Series D Warrant purchasing one share of our
common stock at an exercise price of $2.25 per whole share (the
Series D Warrants). The shares of Common Stock and the Series D
Warrants are immediately separable and will be issued separately.
The public offering price for the Units is $2.25 per Unit and the
purchase price for the Underwriter under the Underwriting
Agreement is $2.0475 per Unit, resulting in an underwriting
discount and commission of $0.2025 (or 9.00%) per Unit and total
net proceeds to the Company before expenses of $3.58 million. The
Company has also agreed to reimburse expenses incurred by the
Underwriter up to $75,000.
The Company has granted the underwriter a 45-day option to
purchase an additional (i) up to 175,000 additional shares of
Common Stock at the public offering price per Unit less the price
per Series D Warrant included in the Unit and less the
underwriting discount and/or (ii) additional Series D Warrants to
purchase up to 35,000 additional shares of Common Stock at a
purchase price of $0.01 per Series D Warrant to cover
over-allotments, if any.
to the Underwriting Agreement, the Company has agreed to
indemnify the Underwriter against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, and
liabilities arising from breaches of representations and
warranties contained in the Underwriting Agreement, or to
contribute to payments that the Underwriter may be required to
make in respect of those liabilities. The Underwriting Agreement
also contains representations, warranties, conditions precedent
to closing and other provisions customary for transactions of
this nature.
The form of Underwriting Agreement is filed as Exhibit 1.1 hereto
and is incorporated into this Item 1.01 by reference. The
foregoing description of the Underwriting Agreement is qualified
in its entirety by reference to the full text of the Underwriting
Agreement. 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,
including being qualified by confidential disclosures exchanged
between the parties in connection with the execution of the
Underwriting Agreement. The representations and warranties may
have been made for the purposes of allocating contractual risk
between the parties to the agreement instead of establishing
these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ
from those applicable to investors. Investors are not third-party
beneficiaries under the Underwriting Agreement and should not
rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or condition of the Company. Moreover, information
concerning the subject matter of the representations and
warranties may change after the date of the Underwriting
Agreement.
Warrant Agency Agreement / Series D Warrants
The Series D Warrants are issued to the Warrant Agency Agreement,
dated as of January 19, 2017 between the Company and Corporate
Stock Transfer, Inc. (the Warrant Agreement). The Series D
Warrants will separate from the shares of Common Stock included
within the Unit immediately and be exercisable at any time on or
after the date of issuance. The Series D Warrants will terminate
on the fifth anniversary of the date of issuance and have an
initial cash exercise price of $2.25 per whole share. The Series
D Warrants may also be exercised on a cashless basis in the event
that no effective registration statement or prospectus is
available at the time of exercise. In this case, the number of
shares issuable upon exercise of a warrant will be calculated to
a formula based on the volume weighted average price of the
stock, as described in the warrant. The exercise price and number
of shares of Common Stock issuable upon exercise is subject to
appropriate adjustment in the event of stock dividends, stock
splits, reorganizations or similar events affecting our common
stock and the exercise price.
The Series D Warrants will not be exercisable or exchangeable by
the holder of such warrants to the extent (and only to the
extent) that the holder or any of its affiliates would
beneficially own in excess of 4.99% of the outstanding common
stock immediately after exercise, except that upon at least 61
days prior notice from the holder to us, the holder may increase
the amount of ownership of outstanding stock after exercising the
holders warrants up to 9.99% of the number of shares of our
common stock outstanding immediately after giving effect to the
exercise, as such percentage ownership is determined in
accordance with the terms of the warrants. No fractional shares
of common stock will be issued in connection with the exercise of
a warrant. In lieu of fractional shares, we will either pay the
holder an amount in cash equal to the fractional amount
multiplied by the exercise price or round up to the next whole
share.
If, at any time a Series D Warrant is outstanding, we consummate
any fundamental transaction, as described in the Series D
Warrants and generally including any consolidation or merger into
another corporation, or the sale of all or substantially all of
our assets, or other transaction in which our common stock is
converted into or exchanged for other securities or other
consideration, the holder of any Series D Warrants will have the
right to receive, for each share of common stock that would have
been issuable upon such exercise immediately prior to the
occurrence of such fundamental transaction, at the option of the
holder, the number of shares of common stock of the successor or
acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration receivable as a
result of such fundamental transaction by a holder of the number
of shares of common stock for which the Series D Warrant is
exercisable immediately prior to such fundamental transaction.
The form of Warrant Agreement and the form of Series D Warrant
certificate are filed as Exhibits 4.1 and 4.2 hereto and are
incorporated into this Item 1.01 by reference. The foregoing
description of the Series D Warrants is qualified in its entirety
by reference to the full text of the Warrant Agreement and the
form of Series D Warrant.
Item 8.01 Other Events.
As a result of the consummation of the Offering on January 19,
2017, the Company issued a total of 1,750,000 shares of Common
Stock and 350,000 Series D Warrants.
As of such date, the Underwriter had the right to purchase an
additional (i) up to 175,000 additional shares of Common Stock at
the public offering price per Unit less the price per Series D
Warrant included in the Unit and less the underwriting discount
and/or (ii) additional Series D Warrants to purchase up to 35,000
additional shares of Common Stock at a purchase price of $0.01
per Series D Warrant to cover over-allotments, if any.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
Description |
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| 1.1 |
Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Companys Registration Statement on Form S-1 filed on January 10, 2017 (File No. 333-215005)). |
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| 4.1 |
Form of Series D Warrant Agency Agreement by and between Skyline Medical Inc. and Corporate Stock Transfer, Inc. and Form of Series D Warrant Certificate (incorporated by reference to Exhibit 4.11 to the Companys Registration Statement on Form S-1 filed on January 10, 2017 (File No. 333-215005)). |
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| 4.2 |
Form of Series D Warrant Certificate (included as part of Exhibit 4.1). |
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About Skyline Medical Inc. (NASDAQ:SKLN)
Skyline Medical Inc. is a medical device company that develops and manufactures The STREAMWAY System, a solution for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company distributes these products to hospitals, surgical centers and other medical facilities where bodily and irrigation fluids produced during surgical procedures must be contained, measured, documented and disposed. The Company also manufactures and sells two disposable products required for system operation: a bifurcated single procedure filter and tissue trap, and a single use bottle of cleaning solution. Both items are used on a single procedure basis. Its STREAMWAY Automated Surgical Fluid Waste Management System (FMS) is a wall mounted automated system that disposes of an unlimited amount of suctioned fluid from the patient using standard surgical tubing. The FMS suctions surgical waste fluid from the patient using standard surgical tubing. Skyline Medical Inc. (NASDAQ:SKLN) Recent Trading Information
Skyline Medical Inc. (NASDAQ:SKLN) closed its last trading session up +0.03 at 2.64 with 839,011 shares trading hands.