VITALITY BIOPHARMA, INC. (OTCMKTS:VBIO) Files An 8-K Other EventsItem 8.01 Other Events.
As previously disclosed on the Company’s Current Report on From 8-K filed with the Securities and Exchange Commission on July 27, 2017, on July 26, 2017, Vitality Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchasers identified therein (collectively, the “Purchasers”) providing for the issuance and sale by the Company to the Purchasers, in a private placement, of an aggregate of 666,667 shares of the Company’s common stock (collectively, the “Shares”) and Warrants to purchase up to an aggregate of 333,334 shares of the Company’s common stock (the “Warrants”, and the shares issuable upon exercise of the Warrants, the “Warrant Shares”), at a price of $1.50 per Share (the “Offering”). The Offering closed on July 28, 2017. After deducting for fees and expenses, the aggregate net proceeds to the Company from the sale of the Shares and Warrants are expected to be approximately $995,000.
On the closing of the Offering, the Company issued to each Purchaser shares of the Company’s common stock together with a Warrant. Each Warrant entitles the Purchaser to acquire up to a number of shares of the Company’s common stock equal to 50% of the Shares purchased by the Purchaser under the Securities Purchase Agreement, has an exercise price of $2.00 per share, is immediately exercisable, and expires on the three year anniversary of the date of issuance. The exercise price of the Warrants is subject to adjustment for subsequent equity sales by the Company, and are subject to adjustment for stock dividends and splits, subsequent rights offerings and pro rata distributions to the Company’s common stockholders. The exercisability of the Warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% or 9.99% of the Company’s common stock.
On the closing of the Offering, the Company entered into a Registration Rights Agreement with the Purchasers (the “Registration Rights Agreement”), to which the Company is obligated to file with the Securities and Exchange Commission one or more registration statements to register the Shares and Warrant Shares for resale under the Securities Act of 1933, as amended (the “Securities Act”). The initial such registration statement must be filed with the Securities and Exchange Commission within 30 days after the closing of the Offering.
The foregoing description of the Securities Purchase Agreement, the Registration Rights Agreement and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of each document, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2017.
About VITALITY BIOPHARMA, INC. (OTCMKTS:VBIO)
Vitality Biopharma, Inc., formerly Stevia First Corp., is engaged in the development of cannabinoid prodrug pharmaceuticals. The Company unlocks the power of cannabinoids for the treatment of serious neurological and inflammatory disorders. Its product pipeline includes cannabosides, VITA-100 and VITA-210. Cannabosides are cannabinoid glycoside prodrugs. VITA-100 is an oral cannabinoid formulation containing cannabosides that is being developed for treatment of inflammatory bowel disease, epilepsy, schizophrenia, and other disorders. VITA-210 is a cannabinoid glycoside prodrug being developed primarily for treatment of pain and muscle spasticity in multiple sclerosis and in rare white matter disorders. The Company’s facilities include laboratories and a manufacturing suite for good manufacturing practices (GMPs) production, which will be used for pharmaceutical-grade production of products to be tested in clinical trials.