Trovagene,Inc. (NASDAQ:TROV) Files An 8-K Entry into a Material Definitive Agreement

Trovagene,Inc. (NASDAQ:TROV) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01Entry into a Material Definitive Agreement

On April4, 2019, Trovagene,Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (the “Purchaser”), to which the Company offered to the Purchaser, in a registered direct offering, an aggregate of (i)225,813 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”) and (ii)156,353 SeriesA warrants to purchase shares of our common stock (the “SeriesA Warrants”).

The SeriesA Warrants will be exercisable immediately from the date of issuance, and have an exercise price of $0.01 per share. The SeriesA Warrants will expire 5 years following the date of issuance. The SeriesA Warrants will be exercisable on a “cashless” basis in certain circumstances.

The Shares and SeriesA Warrants will be sold at a negotiated purchase price of $3.925 per Share or SeriesA Warrant for aggregate gross proceeds to the Company of approximately $1.5 million, before deducting estimated offering expenses payable by the Company. The Shares, SeriesA Warrants and the shares of Common Stock issuable upon exercise of the SeriesA Warrants are being offered by the Company to an effective shelf registration statement on FormS-3, which was originally filed with the Securities and Exchange Commission on May27, 2016, and was declared effective on June13, 2016 (File No.333-211705) (the “Registration Statement”).

Per the terms of the Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that during the 60-day period following the closing, the Company will not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain exceptions.

In a concurrent private placement, the Company is also selling to the Purchaser SeriesB warrants (the “SeriesB Warrants”) to purchase one share of the Company’s Common Stock for each Share and for each SeriesA Warrant purchased for cash in the registered direct offering. The SeriesB Warrants will be exercisable six month following the date of issuance at an exercise price of $3.80 per share and will expire 5.5 years following the date of issuance.

The exercise price of the SeriesB Warrants and the shares of the Company’s Common Stock issuable upon the exercise of the SeriesB Warrants (the “SeriesB Warrant Shares”) will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the SeriesB Warrants. The SeriesB Warrants will be exercisable on a “cashless” basis in certain circumstances.

The SeriesB Warrants and the SeriesB Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), to the Company’s Registration Statement and are instead being offered to the exemption provided in Section4(a)(2)under the Securities Act and Rule506(b)promulgated thereunder.

The foregoing summaries of the offerings, the securities to be issued in connection therewith, the Purchase Agreement, the SeriesA Warrants and SeriesB Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the form of Purchase Agreement, the Formof SeriesA Warrant and the Formof SeriesB Warrant are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. A copy of the press release announcing the offerings is furnished as Exhibit99.1 to this Form8-K.

Item 9.01Unregistered Sales of Equity Securities

Please see the disclosure regarding the SeriesB Warrants and the SeriesB Warrant Shares set forth under Item 9.01, which is incorporated by reference into this Item 9.01.