Current Report Filing (8-k)
August 06 2021 - 4:20PM
Edgar (US Regulatory)
0001497504
false
0001497504
2021-08-06
2021-08-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report
(Date of earliest event reported): August 6, 2021
PLx Pharma Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-36351
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46-4995704
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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9 Fishers Lane, Suite E, Sparta, NJ
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07871
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (973) 409-6541
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(Former name or former address if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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PLXP
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The NASDAQ Capital Market
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On August 6, 2021, PLx Pharma Inc. (the “Company”)
entered into an Equity Distribution Agreement (the “Agreement”) with JMP Securities LLC, as sales agent (“JMP Securities”),
pursuant to which the Company may offer and sell, from time to time, through JMP Securities, shares of the Company’s common stock,
par value $0.001 per share, having an aggregate offering price of up to $75,000,000 (the “Shares”).
The Company is not obligated to sell any Shares
under the Agreement. Subject to the terms and conditions of the Agreement, JMP Securities will use commercially reasonable efforts, consistent
with its normal trading and sales practices and applicable laws and regulations to sell Shares from time to time based upon the Company’s
instructions, including any price, time or size limits specified by the Company. Under the Agreement, JMP Securities may sell the Shares
by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended,
or any other method permitted by law, including in negotiated transactions. JMP Securities’ obligations to sell the Shares under
the Agreement are subject to satisfaction of certain conditions, including the effectiveness of the Company’s Registration Statement
on Form S-3 (File No. 333-258540) (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”) on August 6, 2021.
The Company will pay JMP Securities a commission
of 3.0% of the gross proceeds from each sale of Shares, reimburse legal fees and disbursements and provide JMP Securities with customary
indemnification and contribution rights. The Agreement may be terminated by JMP Securities or the Company at any time upon one (1) day
notice to the other party, or by JMP Securities at any time in certain circumstances, including the occurrence of a material adverse change
in the Company’s business or financial condition that makes it impractical or inadvisable to market the Shares or to enforce contracts
for the sale of the Shares.
The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as
Exhibit 1.2 to the Registration Statement and incorporated hereby in reference.
Olshan Frome Wolosky LLP, counsel to the Company,
has issued a legal opinion relating to the Shares being offered pursuant to the Agreement. A copy of such legal opinion, including the
consent included therein, is filed as Exhibit 5.1 to the Registration Statement and incorporated herein by reference.
Shares sold under the Agreement will be issued
pursuant to the Registration Statement and the sales agreement prospectus that forms a part of such Registration Statement, following
such time as the Registration Statement is declared effective by the SEC. This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of an offer to buy any Shares under the Agreement nor shall there be any sale of such Shares in any state
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PLX PHARMA INC.
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Dated: August 6, 2021
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By:
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/s/ Natasha Giordano
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Name:
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Natasha Giordano
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Title:
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President and Chief Executive Officer
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