UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): March 2, 2021

 

PLx Pharma Inc.
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware 001-36351 46-4995704
(State or Other Jurisdiction
of Incorporation) 		(Commission
File Number) 		(IRS Employer
Identification No.)
     
9 Fishers Lane, Suite E, Sparta, New Jersey 07871
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (973) 409-6541

 

 
(Former Name or Former Address, If Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.001 par value PLXP The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.02 Termination of a Material Definitive Agreement.

 

As previously reported, on March 25, 2019, PLx Pharma Inc. (the “Company”) entered into an equity distribution agreement with JMP Securities LLC, for the sale of up to an aggregate of $12,500,000 of its common stock in sales deemed to be made in “at-the-market” offerings, as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Equity Distribution Agreement”) and filed a prospectus supplement pursuant to which it may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $12,500,000 under the Equity Distribution Agreement (the “ATM Offering”).

 

As of December 31, 2020, the Company has sold approximately $2.3 million of shares of its common stock pursuant to the Equity Distribution Agreement on a gross basis. Effective as of the date of this Current Report on Form 8-K, the Equity Distribution Agreement and the ATM Offering have been terminated. The Company is not subject to any termination penalties related to the termination of the Equity Distribution Agreement.

 

Item 2.02 Results of Operations and Financial Condition.

 

On March 2, 2021, the Company commenced an underwritten public offering of its common stock (the “Offering”) pursuant to its effective shelf registration statement (File No. 333-230478) declared effective by the Securities and Exchange Commission (the “SEC”) on April 4, 2019.

 

On March 2, 2021, the Company issued a press release announcing the commencement of the Offering. The text of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Cash and Cash Equivalents

 

As of December 31, 2020, the Company had cash and cash equivalents of $22.4 million.

 

The estimated cash and cash equivalents as of December 31, 2020 are preliminary and may change, are based on unaudited information available to management as of the date of this Current Report on Form 8-K, and are subject to completion by management of the financial statements as of and for the year ended December 31, 2020. There can be no assurance that our cash, cash equivalents, and marketable securities as of December 31, 2020 will not differ from these estimates, including as a result of quarter-end closing and any such changes could be material.

 

The foregoing preliminary financial data has not been audited and has been prepared by, and is the responsibility of, our management. This data could change as a result of further review. In addition, the Company’s independent registered public accounting firm has not audited, reviewed, compiled, or performed any procedures with respect to this unaudited preliminary financial information and does not express an opinion or any other form of assurance with respect thereto. Accordingly, you should not place undue reliance on this information. Additional information and disclosures would be required for a more complete understanding of our financial condition, liquidity, and results of operations as of December 31, 2020. The Company expects the audit of its financial statements for the year ended December 31, 2020 to be completed subsequent to the completion of the proposed underwritten public offering.  It is possible that the Company or its independent registered public accounting firm may identify items that require them to make adjustments to the preliminary estimate set forth above and those changes could be material.

 

Forward-Looking Statements

 

Any statements made in this Current Report on Form 8-K relating to future financial or business performance, conditions, plans, prospects, trends, or strategies and other financial and business matters, including without limitation, the prospects for commercializing or selling any products or drug candidates are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, when or if used in this press release, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to PLx may identify forward-looking statements. PLx cautions that these forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time. Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include risks and uncertainties, including the failure by PLx to secure and maintain relationships with collaborators; risks relating to clinical trials; risks relating to the commercialization, if any, of PLx’s proposed product candidates (such as marketing, regulatory, product liability, supply, competition, and other risks); dependence on the efforts of third parties; dependence on intellectual property, risks that PLx may lack the financial resources and access to capital to fund proposed operations. Further information on the factors and risks that could affect PLx’s business, financial conditions and results of operations are contained in PLx’s filings with the U.S. Securities and Exchange Commission (“SEC”), which are available at www.sec.gov. Other risks and uncertainties are more fully described in PLx’s Form 10-K for the year ended December 31, 2019 filed with the SEC on March 13, 2020, and in other filings that PLx has made or will make going forward. The forward-looking statements represent PLx’s estimate as of the date hereof only, and PLx specifically disclaims any duty or obligation to update forward-looking statements.

 

 

 

Item 8.01 Other Events.

 

The information included in Item 2.02 of this Current Report on Form 8-K is also incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)          Exhibits

Exhibit No. Description
   
10.1 Termination Agreement dated March 2, 2021.
99.1 Press Release dated March 2, 2021.

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  PLX PHARMA INC.  
     
         
Dated: March 2, 2021 By: /s/ Natasha Giordano  
    Name:   Natasha Giordano  
    Title:  President and Chief Executive Officer  

 

 

 

EXHIBIT INDEX  

Exhibit No. Description
   
10.1 Termination Agreement dated March 2, 2021.
99.1 Press Release dated March 2, 2021.

 

  

Exhibit 10.1 

TERMINATION OF EQUITY DISTRIBUTION AGREEMENT

This Termination of Equity Distribution Agreement (this “Agreement”), dated as of March 2, 2021, is made by and between PLx Pharma Inc. (the “Company”), and JMP Securities LLC (“JMP,” and, together with the Company, each a “Party” and collectively, the “Parties”).

WHEREAS, JMP and the Company are party to that certain Equity Distribution Agreement, dated as of March 25, 2019 (the “Equity Distribution Agreement”), pursuant to which JMP acted as a placement agent on behalf of the Company; and

WHEREAS, the Company desires to terminate the Equity Distribution Agreement in its entirety pursuant to Section 12(b) of the Equity Distribution Agreement.

NOW THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

1.       Termination. Pursuant to Section 12(b) of the Equity Distribution Agreement, this Agreement shall act as notice to JMP of the Company’s termination of the Equity Distribution Agreement.

2.       Entire Agreement. This Agreement constitutes the full and complete understanding and agreement between the Parties with regard to the subject matter hereof. This Agreement may not be amended, waived, discharged or terminated other than by a written instrument signed by both Parties hereto.

3.       Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned Parties.

4.       Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, without reference to conflicts of law provisions.

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of date first above written.

 

  PLX PHARMA INC.
   
  By:

/s/ Natasha Giordano

    Name: Natasha Giordano
    Title: President & Chief Executive Officer

 

 

ACCEPTED AND AGREED:

JMP SECURITIES LLC

   
  By:

/s/ Walter Conroy

    Name: Walter Conroy
    Title: Chief Legal Officer and Secretary

  

Exhibit 99.1

 

For Immediate Release

 

PLX PHARMA INC. ANNOUNCES

PROPOSED PUBLIC OFFERING OF COMMON STOCK

 

Sparta, New Jersey, March 2, 2021 — PLx Pharma Inc. (NASDAQ: PLXP) (“PLx” or the “Company”), a late-stage specialty pharmaceutical company focused on its clinically-validated and patent-protected PLxGuard™ drug delivery platform designed to provide more effective and safer products, announced today that it intends to offer shares of its common stock for sale in an underwritten public offering. In addition, the Company intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the public offering at the public offering price, less underwriting discounts and commissions. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. All of the shares in the proposed offering are to be sold by PLx.

 

PLx intends to use the net proceeds from this offering for general corporate purposes. General corporate purposes may include additions to working capital and capital expenditures.

 

Raymond James & Associates, Inc. and Oppenheimer & Co. Inc. are acting as the joint book-running managers for the public offering.

 

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-230478) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on April 4, 2019. A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus may also be obtained from Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, by telephone at (800) 248-8863 or by e-mail at prospectus@raymondjames.com; or Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY, 10004, by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com.

 

Before investing in this offering, interested parties should read in their entirety the preliminary prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About PLx Pharma Inc.

 

PLx Pharma Inc. is a late-stage specialty pharmaceutical company focused on its clinically-validated and patent-protected PLxGuard™ drug delivery platform to provide more effective and safer products. The PLxGuard drug delivery platform works by targeting the release of active pharmaceutical ingredients to various portions of the gastrointestinal (GI) tract. PLx believes this platform has the potential to improve the absorption of many drugs currently on the market or in development, and to reduce the risk of stomach erosions and ulcers associated with certain drugs.

 

To learn more about PLx Pharma Inc. and its pipeline, please visit www.plxpharma.com.

 

 

 

Forward-Looking Statements

 

Any statements made in this press release relating to future financial or business performance, conditions, plans, prospects, trends, or strategies and other financial and business matters, including without limitation, the prospects for commercializing or selling any products or drug candidates are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, when or if used in this press release, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict” and similar expressions and their variants, as they relate to PLx may identify forward-looking statements. PLx cautions that these forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time. Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include risks and uncertainties, including the failure by PLx to secure and maintain relationships with collaborators; risks relating to clinical trials; risks relating to the commercialization, if any, of PLx’s proposed product candidates (such as marketing, regulatory, product liability, supply, competition, and other risks); dependence on the efforts of third parties; dependence on intellectual property, risks that PLx may lack the financial resources and access to capital to fund proposed operations. Further information on the factors and risks that could affect PLx’s business, financial conditions and results of operations are contained in PLx’s filings with the U.S. Securities and Exchange Commission (“SEC”), which are available at www.sec.gov. Other risks and uncertainties are more fully described in PLx’s Form 10-K for the year ended December 31, 2019 filed with the SEC on March 13, 2020, and in other filings that PLx has made or will make going forward. The forward-looking statements represent PLx’s estimate as of the date hereof only, and PLx specifically disclaims any duty or obligation to update forward-looking statements.

 

Contact

Investor Relations:

Lisa M. Wilson, In-Site Communications, Inc.

T: 212-452-2793

E: lwilson@insitecony.com

 

Source: PLx Pharma Inc.