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 1934
Date of Report (Date of earliest event reported): April 1, 2022
NEMAURA MEDICAL INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
|
001-38355 |
46-5027260 | |
| (Commission File Number) | (IRS Employer Identification No.) |
|
57 West 57th Street Manhattan, NY |
10019 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: |
+1 (646) 416-8000 | |
|
N/A (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 registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐ 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 | NMRD | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01. Entry into a Material Definitive Agreement.
As reported by Nemaura Medical, Inc., a Nevada corporation (the “Company”), on its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) pursuant to which the Company may offer and sell from time to time to or through the Agent shares of the Company’s common stock, $0.001 par value per share (“Common Stock”).
On April 1, 2022, the Company and Agent entered into an amendment (the “Amendment”) to the ATM Agreement, pursuant to which the parties agreed to expand the meaning of the defined term “Registration Statement” in the ATM Agreement to include, for the period from April 1, 2022 and thereafter, a new shelf registration statement (File Number 333-263618) on Form S-3 (“New Registration Statement”) that was filed on March 16, 2022 with the Commission and declared effective by the Commission on March 28, 2022. No other changes to the ATM Agreement were made by the Amendment.
The offer and sale of shares of Common Stock through the Agent will be made pursuant to the New Registration Statement, and a related prospectus supplement filed with the SEC on the date hereof pursuant to which the Company is offering shares of its Common Stock having an aggregate offering price of up to $3,000,000.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The legal opinion of Anthony L.G., PLLC relating to the Common Stock being offered pursuant to the ATM Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 5.1 | Opinion of Anthony L.G., PLLC. | |
| 10.1 | Amendment, dated April 1, 2022, by and between Nemaura Medical Inc. and H.C. Wainwright & Co., LLC. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document | |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEMAURA MEDICAL INC. | ||
| By: | /s/ Dewan F. H. Chowdhury | |
| Dewan F. H. Chowdhury Chief Executive Officer |
||
Date: April 1, 2022
EXHIBIT 5.1
ANTHONY L.G., PLLC
|
laura aNTHONy, esq JOHN CACOMANOLIS, ESQ* CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ** OF COUNSEL: Jack A. Fattal, esq.*** Jessica Haggard, esq. **** MICHAEL R. GEROE, ESQ, CIPP/US***** CRAIG D. LINDER, ESQ****** PETER P. LINDLEY, ESQ, CPA, MBA john lowy, esq.******* STUART REED, ESQ Harris Tulchin, Esq. ******** |
www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM
DIRECT E-MAIL: LANTHONY@ANTHONYPLLC.COM
|
*licensed in FL and NY
**licensed in NY and NJ
*** licensed in NY
****licensed in Missouri
*****licensed in CA, DC, MO and NY
******licensed in CA, FL and NY
*******licensed in NY and NJ
********licensed in CA and HI (inactive in HI)
April 1, 2022
Nemaura Medical Inc.
57 West 57th Street
Manhattan, New York 10019
Ladies and Gentlemen:
We have acted as counsel to Nemaura Medical Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of shares of the Company’s common stock, $0.001 par value per share, having an aggregate offering price of up to $3,000,000 (the “Shares”), pursuant to the At The Market Offering Agreement, dated July 23, 2021, between the Company and H.C. Wainwright & Co., LLC, as manager, as amended on April 1, 2022 (the “ATM Agreement”). The offer and sale of the Shares are being registered under the Securities Act pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-263618), which was filed with the Securities and Exchange Commission on March 16, 2022 and declared effective on March 28, 2022 (the “Registration Statement”).
We have reviewed the ATM Agreement, the Registration Statement, and the prospectus, dated March 28, 2022, as supplemented by a prospectus supplement dated April 1, 2022, with respect to the offer and sale of the Shares, as filed with the Securities and Exchange Commission on April 1, 2022. We have also reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.
We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, and when issued and sold by the Company pursuant to the terms of the ATM Agreement and upon receipt by the Company of full payment therefor in accordance with the ATM Agreement, will be validly issued, fully paid and non-assessable.
Our opinion is expressed only with respect to the applicable statutory provisions of the Private Corporations Chapter of the Nevada Revised Statutes, Nev. Rev. Stat. 78, including interpretations thereof in published decisions of the Nevada courts and applicable provisions of the Nevada Constitution. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated the date hereof related to the offering of the Shares. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Sincerely yours,
| /s/ Laura E. Anthony | |
| Laura E. Anthony, | |
| For the Firm |
625 N. FLAGLER DRIVE, SUITE 600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832
Exhibit 10.1
April 1, 2022
Nemaura Medical Inc.
57 West 57th Street
New York, NY 10019
Attention: Dr. Dewan F.H. Chowdhury, President and Chief Executive Officer
Dear Dr. Chowdhury:
Reference is made to the At The Market Offering Agreement, dated as of July 23, 2021 (the “ATM Agreement”), between Nemaura Medical Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”). This letter (the “Amendment”) constitutes an agreement between the Company and Wainwright to amend the ATM Agreement as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement.
1. The defined term “Agreement” in the ATM Agreement is amended to mean the ATM Agreement as amended by this Amendment.
2. Section 1 of the ATM Agreement is hereby amended by amending and restating the term “Registration Statement” in its entirety as follows:
““Registration Statement” shall mean, collectively, (i) for the period from July 23, 2021 until March 31, 2022, the shelf registration statement (File Number 333-230535) on Form S-3 (the “First Registration Statement”) that was initially declared effective on April 8, 2019 and (ii) for the period from April 1, 2022 and thereafter, a new shelf registration statement (File Number 333-263618) on Form S-3 that was filed on March 16, 2022 with the Commission and that was filed prior to the expiration of the First Registration Statement and that has been declared effective by the Commission, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective, shall also mean such registration statement as so amended.
3. The Company and Wainwright hereby agree that the date hereof shall be a Representation Date under the ATM Agreement and the Company shall file a Prospectus Supplement and deliver the deliverables pursuant to Sections 4(k), 4(l) and 4(m) of the ATM Agreement on or about the date hereof; provided that, before the Company delivers the Sales Notice or the Manager sells any Shares, the Company shall deliver to the Manager the deliverables pursuant to Sections 4(k), 4(l) and 4(m) of the ATM Agreement.
4. Except as expressly set forth herein, all of the terms and conditions of the ATM Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way be changed, modified or superseded by the terms set forth herein.
5. This Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.
[remainder of page intentionally left blank]
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In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and Wainwright, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.
Very truly yours,
H.C. WAINWRIGHT & CO., LLC
By: /s/ Edward D. Silvera
Name: Edward D. Silvera
Title: Chief Operating Officer
Accepted and Agreed:
Nemaura Medical Inc.
By: /s/ Dewan F. H. Chowdhury
Name: Dewan F. H. Chowdhury
Title: President and Chief Executive Officer
[signature page to NMRD Amendment to atm agreement]