Item 1.01 Entry into a Material Definitive Agreement.
WARF License
The WARF License grants to the Company an exclusive license to make, use and
sell, in
WARF may terminate the WARF License if the Company defaults on the payments of
amounts due to WARF or fails to timely submit development reports, or breaches
any other covenant in the WARF License and fails to remedy such default in
ninety (90) days or in the event of certain bankruptcy events involving the
Company. WARF may also terminate the WARF License on ninety (90) days' notice if
the Company fails to have commercial sales of one or more FDA-approved products
under the WARF License by
In addition, WARF reserves the right to grant non-profit research institutions and government agencies non-exclusive licenses to practice and use the inventions of the licensed patents for non-commercial research purposes, and the Company grants WARF a non-exclusive, sub licensable, royalty-free right and license for non-commercial research purposes to use improvements to the licensed patents. In the event that the Company discontinues use or commercialization of the licensed patents or improvements thereon, the Company must grant WARF an option to obtain a non-exclusive, sub-licensable royalty-bearing license to use the improvements for commercial purposes.
The foregoing description of the WARF License does not purport to be complete and is qualified in its entirety by reference to the full text of the WARF License, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations and warranties contained in the WARF License were made only for the purposes of the agreement as of specific dates and may have been qualified by certain disclosures between the parties, among other limitations. The representations and warranties were made for the purposes of allocating contractual risk between the parties to the WARF License and should not be relied upon as a disclosure of factual information relating to the Company or WARF.
Broker Warrants
As previously disclosed, between
1
Prior to expiration, subject to the terms and conditions set forth in the Broker Warrants, the holders of such Broker Warrants may exercise the Broker Warrants for shares of common stock by providing notice to the Company and paying the exercise price per share for each share so exercised.
The foregoing summary description of the Broker Warrants does not purport to be complete and is qualified in its entirety by reference to the Form of the Broker Warrant, which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
The representations, warranties and covenants contained in the Broker Warrants were made solely for the benefit of the parties to the Broker Warrants and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Broker Warrants are incorporated herein by reference only to provide investors with information regarding the terms of such documents and not to provide investors with any other factual information regarding the Company or its business.
Item 3.02. Unregistered Sales of
The description set forth in Item 1.01 under "Broker Warrants" above is hereby incorporated by reference into this Item 3.02.
In connection with the Private Placement, the Company issued Broker Warrants to
Paulson and their affiliates, all of whom are accredited investors, in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D
promulgated thereunder. The Company will rely on this exemption from
registration based in part on representations made by Paulson and their
affiliates. The Broker Warrants and the shares of common stock issuable upon
exercise of the Broker Warrants have not been and may not be registered under
the Securities Act or applicable state securities laws and may not be offered or
sold in
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 4.1 Form of Broker Warrant. 10.1+ Amended and Restated Exclusive Start-up Company License Agreement effectiveJanuary 21, 2020 by and betweenNeuroOne Medical Technologies Corporation andWisconsin Alumni Research Foundation . + Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to theSEC upon request. Certain portions of the exhibits that are not material and would be competitively harmful if publicly disclosed have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibits will be furnished to theSEC upon request. 2
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