Item 1.01. Entry into a Material Definitive Agreement.
On
The Company intends to use the proceeds of this
The Subscription Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. No underwriter or placement agent participated in the Offering.
The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days' prior notice to the Company.
The Offering is being made pursuant to the Company's shelf registration
statement previously filed with the
The Company expects to close the Offering on
The Subscription Agreement is filed as Exhibit 10.1 to this Current Report on
Form 8-K and the foregoing description of the terms of the Subscription
Agreement is qualified in its entirety by reference to such exhibit. The form of
Pre-Funded Warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K
and the foregoing description of the terms of the Pre-Funded Warrants is
qualified in its entirety by reference to such exhibit. A copy of the opinion of
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 4.1 Form of Pre-Funded Warrant 5.1 Opinion ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . 10.1 Subscription Agreement, dated as ofMarch 3, 2023 , by and amongBellerophon Therapeutics, Inc. and the purchaser identified on the signature pages thereto. Consent ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . 23.1 (included in Exhibit 5.1) 104 Cover Page Interactive Data File (Formatted as Inline XBRL) 3
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