| Item 1.01 |
Entry into a Material Definitive Agreement. |
Registered
Direct Offering
On
March 14, 2023, Aridis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with the institutional investors named therein (the “Purchasers”), pursuant
to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), 6,000,000 shares of its
common stock, par value $0.0001 per share (the “Common Stock”). The purchase price of each share of Common Stock is $0.38
per share.. The Purchase Agreement contains customary representations, warranties, covenants and indemnification rights and obligations
of the Company and the Purchasers. The Offering is expected to close on March 16, 2023, subject to customary closing conditions.
The
Company received gross proceeds of approximately $2.28 million in connection with the Offering, before deducting placement agent fees
and related offering expenses. The net proceeds to the Company from the Offering, after deducting the placement agent fees and expenses
and the Company’s estimated offering expenses, was approximately $2.1 million.
Pursuant
to the Purchase Agreement and subject to certain exceptions included therein, the Company is prohibited from entering into any agreement
to issue or announcing the issuance or proposed issuance of any shares of Common Stock or securities convertible or exercisable into
Common Stock, or file any registration statement or amendment or supplement thereto, for a period commencing on March 14, 2023 and expiring
45 days from the closing date of the Offering.
The
shares of Common Stock were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-267279), which was
filed with the Securities and Exchange Commission (the “Commission”) on September 2, 2022 and was declared effective by the
Commission on September 12, 2022 (the “Registration Statement”). A copy of the opinion, including the related consent, of
Sheppard, Mullin, Richter & Hampton LLP relating to the legality of the issuance and sale of the securities in the Offering is attached
as Exhibit 5.1 hereto.
Placement
Agent Compensation
Pursuant
to an engagement agreement, dated as of February 15, 2023 (the “Engagement Letter”), the Company engaged H.C. Wainwright
& Co., LLC as its exclusive placement agent (the “Placement Agent”) in connection with the Offering. The Placement Agent
agreed to use its reasonable best efforts to arrange for the sale of the securities in the Offering. The Company agreed to pay to the
Placement Agent a cash fee of 6.0% of the aggregate gross proceeds raised in the Offering.
The
Company has also agreed to pay the Placement Agent non-accountable expenses of $35,000 and certain closing fees of $15,950.
The
foregoing summaries of the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the
form of such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
The
representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreements and as of
specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by
the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information
regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Company or
its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the
SEC.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be
any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
