Item 1.01 Entry into a Material Definitive Agreement.
On May 26, 2020, Cardiff Oncoloby, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Acorn Bioventures, LP (the “Purchaser”), pursuant to which the Company agreed to offer, issue and sell to the Purchaser, (i) in a registered direct offering, an aggregate of 1,205,400 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”) and (ii) in a concurrent private placement, Series M warrants (the “Warrants”) to purchase up to 482,160 shares (the “Warrant Shares”) of Common Stock, for aggregate gross proceeds to the Company of approximately $2.5 million, before deducting estimated offering expenses payable by the Company.
The combined purchase price for each Share, together with one Warrant, is $2.074. Each Warrant shall be exercisable beginning on the six-month anniversary of the date of issuance and for a period of five years after such date (or five-and-a-half years after the issuance date), at an exercise price of $2.024 per Warrant Share. The exercise price of the Warrants and the 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 Warrants. The Warrants may be exercised on a “cashless” basis.
The Shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on June 25, 2019, and was declared effective on July 1, 2019 (File No. 333-232321) (the “Registration Statement”).
The Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The closing of the offering described above is subject to satisfaction of specified customary closing conditions.
The foregoing summaries of the offerings, the securities to be issued in connection therewith, the Purchase Agreement and the 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 and the form of Warrant are attached hereto as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by reference.