TYME TECHNOLOGIES, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Agreement, Eagle will provide sales representatives to cover 25%
of the Company's sales force requirements. The parties will agree on the initial
minimum required number of Eagle sales representatives prior to filing the new
drug application for SM-88. Commencing with the fiscal quarter following the
first commercial sale of SM-88 in
The co-promotion of SM-88 in
The Agreement has a ten year term, expiring on
The foregoing is a summary description of certain terms of the Agreement, is not
complete and is qualified in its entirety by reference to the text of the
Agreement, which the Company expects to file as an exhibit to the Company's
Annual Report on Form 10-K for the year ending
Simultaneously with their entry into the Agreement, the Company and Eagle also entered into a securities purchase agreement and a registration rights agreement, as further discussed in Item 3.02 below, the descriptions of which are incorporated herein to this Item 1.01.
Item 3.02 Unregistered Sales of
Securities Purchase Agreement
On
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pivotal trial in pancreatic cancer, as defined by achieving the primary efficacy
endpoint per the protocol, of (A) Part 2 of the Company's TYME-88-Panc clinical
trial or (B) an arm of the Precision PromiseSM clinical trial with the
In the event that the Company consummates a fundamental corporate transaction, including a sale of all or substantially all of its assets, prior to the Milestone Closing (as such term is defined in the SPA), Eagle will have no obligation to purchase the Preferred Shares.
Eagle has agreed to customary "lock-up" and "standstill" restrictions, each ending at the earlier of the date that is (i) three months after the occurrence of the Milestone Event or (ii) the three year anniversary of the SPA (the "Lockup Period"). It has also agreed to execute a customary "lock-up" agreement in connection with any public offering of shares of Common Stock or securities exchangeable or convertible into shares of Common Stock that is consummated on or prior to the third anniversary of the date of the SPA.
The Common Stock issued and sold in connection with the Initial Purchase were, and any issuance of Preferred Shares at the subsequent closing will be, made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated thereunder, as the sale and issuance in a transaction by an issuer not involving any public offering.
Registration Rights Agreement
In connection with the SPA, the Company simultaneously entered into a
registration rights agreement (the "Registration Rights Agreement") with Eagle.
In the Registration Rights Agreement, the Company has provided Eagle with demand
registration rights such that the Company has agreed to prepare and file a
registration statement with the
The Company has agreed to use commercially reasonable efforts to cause the . . .
Item 3.03 Material Modification to Rights of Security Holders.
The rights, preferences and privileges of the Series A Convertible Preferred
Stock (the "Series A Preferred Stock") are set forth in a Certificate of
Designation of Series A Convertible Preferred Stock (the "Certificate of
Designation"), which the Company filed with the
Each share of Series A Preferred Stock is convertible, at any time and from time to time from and after the Issuance Date, at the option of the holder, into a number of shares of Common Stock equal to the Conversion Ratio.
The holder, however, will be prohibited from converting shares of Series A
Preferred Stock into shares of Common Stock if, as a result of such conversion,
the holder, together with its affiliates, would own more than 9.98% of the total
number of shares of the Company's Common Stock outstanding immediately after
giving effect to the issuance of Common Stock pursuant to such conversion. In
the event of the Company's liquidation, dissolution, or winding up, holders of
Series A Preferred Stock will receive a payment equal to
• senior to all of the Company's Common Stock;
• senior to any class or series of the Company's capital stock created
specifically ranking by its terms junior to the Series A Preferred Stock;
• on parity with any class or series of capital stock of the Company
created specifically ranking by its terms on parity with the Series A
Preferred Stock; and
• junior to any class or series of the Company's capital stock hereafter
created specifically ranking by its terms senior to the Series A
Preferred Stock;
in each case, as to distributions of assets upon the Company's liquidation, dissolution or winding up, whether voluntarily or involuntarily.
The foregoing is a summary description of certain terms of the Certificate of Designation, is not complete and is qualified in its entirety by reference to the text of the Certificate of Designation, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The disclosure set forth above relating to the Company's Certificate of Designation is incorporated herein to this Item 5.03.
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Item 8.01 Other Events.
On
A copy of the full text of the press release referenced above is filed as Exhibit 99.1 to this Current Report on Form 8-K .
Item 9.01 Financial Statements and Exhibits.
Set forth below is a list of the exhibits to this Current Report on Form 8-K.
Exhibit
Number Description
3.1 Certificate of Designation of Series A Convertible Preferred Stock,
dated January 7, 2020 .
4.1 Registration Rights Agreement, dated January 7, 2020 , between the
Company and Eagle.
10.1 Securities Purchase Agreement, dated January 7, 2020 , between the
Company and Eagle. *
99.1 Joint Press Release, dated January 7, 2020 .
* Certain exhibits have been omitted and the Company agrees to furnish
supplementally to the
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