Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On October 12, 2021, Osmotica Pharmaceuticals plc (the "Company") issued
$55,000,000 of first tranche notes under the previously disclosed Note Purchase
Agreement dated October 1, 2021 (the "Note Purchase Agreement"). A portion of
the proceeds of the first tranche notes were used to repay in full the $30.7
million outstanding under the Credit Agreement dated as of February 3, 2016 (as
amended, restated or amended and restated from time to time) between the
Company, CIT Bank, N.A. (as administrative agent and swingline lender) and the
other parties thereto (the "Credit Agreement"). The aggregate proceeds to the
Company after the repayment of the $30.7 million outstanding under the Credit
Agreement were $22.7 million.
The description of the Note Purchase Agreement included in Item 1.01 of the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 6, 2021 is incorporated into this Item 2.03 by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
On October 12, 2021, the Company issued and allotted 6,148,832 of the Company's
ordinary shares, nominal value $0.01 per share (the "Ordinary Shares"), to
Athyrium Opportunities IV Acquisition 2 LP ("Athyrium") for a price of $0.01 per
share, or an aggregate price of $61,488.32, pursuant to the previously disclosed
Share Subscription Agreement between the Company and Athyrium, dated October 1,
2021. The number of shares issued and allotted to Athyrium is equal to
$15,000,000 divided by the volume weighted average price per Ordinary Share in
the 60 trading days ended October 8, 2021.
Item 8.01 Other Events.
On October 6, 2021, the Company entered into an Underwriting Agreement (the
"Underwriting Agreement") with H.C. Wainwright & Co., LLC (the "Underwriter")
relating to an underwritten public offering (the "Public Offering") of
14,000,000 (the "Firm Shares") of the Company's Ordinary Shares, and warrants to
purchase 14,000,000 Ordinary Shares (the "Firm Warrants"). In addition, the
Company granted the Underwriter a 30-day option to purchase up to an additional
2,100,000 Ordinary Shares and/or warrants to purchase an additional 2,100,000
Ordinary Shares (the "Optional Warrants" and, together with the Firm Warrants,
the "Warrants" and, together with the Firm Shares and Firm Warrants, the
"Securities") at the public offering price, less the underwriting discounts and
commissions. On October 11, 2021, the Underwriter exercised its right to
purchase the Optional Warrants. Each Ordinary Share was offered together with
one Warrant at a combined public offering price of $2.50 per Ordinary Share and
accompanying Warrant, less underwriting discounts and commissions. The Warrants
have an exercise price of $3.10, are exercisable immediately, and will expire
three and one half years following the date of issuance. The Underwriting
Agreement contains customary representations, warranties and covenants of the
Company and also provides for customary indemnification by each of the Company
and the Underwriter against certain liabilities. The Public Offering was made
pursuant to the Company's effective registration statement on Form S-3 (File
No. 333-236193), including the prospectus dated February 12, 2020, as
supplemented by a prospectus supplement dated October 6, 2021.
The foregoing description of the Underwriting Agreement and the Warrants does
not purport to be complete and is subject to and qualified in its entirety by
reference to the full text of the Underwriting Agreement and the Form of the
Warrant, copies of which are filed as Exhibit 1.1 and 4.1, respectively, hereto
and are incorporated herein by reference.
The legal opinion of A&L Goodbody relating to the Securities is filed herewith
as Exhibit 5.1.
In connection with the Public Offering, certain information relating to
Part II, Item 14 of the above referenced registration statement under the
heading "Other Expenses of Issuance and Distribution" is being filed as
Exhibit 99.1 to this Current Report on Form 8-K to be incorporated by reference
into such registration statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated October 6, 2021, by and between
Osmotica Pharmaceuticals plc and H.C. Wainwright & Co., LLC
4.1 Form of Warrant
5.1 Opinion of A&L Goodbody, dated October 12, 2021
23.1 Consent of A&L Goodbody (included in Exhibit 5.1)
99.1 Information relating to Part II, Item 14 "Other Expenses of Issuance
and Distribution" of the Registration Statement on Form S-3 (File
No. 333-236193)
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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