FALSE000182429300018242932022-07-132022-07-13
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): July 25, 2022
VALLON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-40034 | | 82-4369909 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer Identification No.) |
| of incorporation) | | | | |
100 N. 18th Street, Suite 300
Philadelphia, PA 19103
(Address of principal executive offices and zip code)
(267) 207-3606
(Registrant’s telephone number, including area code)
(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:
☐ 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, par value $0.0001 per share | VLON | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
On July 25, 2022, Vallon Pharmaceuticals, Inc. (the "Company") amended the terms (each, an “Amendment” and together, the “Amendments”) of a securities purchase agreement (the "Purchase Agreement") and, with certain warrant holders, the warrant agreement (the “Warrant Agreement”) entered into on May 13, 2022. Each such executing warrant holder and any other warrant holder that executes the Amendment to the Warrant Agreement are referred to herein as “Applicable Holders.” Pursuant to the Amendments, the terms of the Warrant Agreement were amended to obligate each Applicable Holder to effect a cashless exercise, in whole, by August 10, 2022 (the “Expiration Date”). The Warrant Agreement Amendment entitles the Applicable Holder to receive one share of common stock for each warrant (the “Alternate Cashless Exercise”) in lieu of the aggregate number of shares of common stock that would have been received using the cashless exercise formula set forth in the Warrant Agreement. If the warrants held by the Applicable Holders are not exercised by the Expiration Date, then they will be automatically exercised pursuant to the Alternate Cashless Exercise. In addition, the terms of the Purchase Agreement were amended to eliminate a provision that would prohibit the Company from issuing, entering into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents at a price less than the per share purchase price of the common stock purchased pursuant to the Purchase Agreement for thirty (30) days after (i) the announcement of an Extraordinary Transaction (as defined in warrants sold pursuant to the Purchase Agreement) and (ii) the registration statement for the resale of warrant shares underlying the warrants has been declared effective by the Securities and Exchange Commission. In addition, the provision prohibited the Company from consummating any Extraordinary Transaction (as defined in warrants sold pursuant to the Purchase Agreement) until a registration statement for the resale of the warrant shares underlying the warrants has been declared effective by the Securities and Exchange Commission.
The foregoing description of the Amendment to the Purchase Agreement and Warrant Agreement is a summary of the material terms of such agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| 10.1 | | |
| 10.2 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| | | | | | | | |
| Date: July 26, 2022 | | VALLON PHARMACEUTICALS, INC. |
| | By: /s/ Leanne Kelly |
| | Leanne Kelly |
| | Chief Financial Officer |
AMENDMENT NO. 1 TO
SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of July 25, 2022, by and among Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Original Agreement.
WHEREAS, the Company and the Purchasers entered into that certain Securities Purchase Agreement dated as of May 13, 2022 (the “Original Agreement”);
WHEREAS, under the Original Agreement, the Company offered and sold warrants (the “Original Warrants”) to the Purchasers which provides under Section 2(c)(ii) thereunder that in the event that the Company (and any of its subsidiaries, taken as a whole) directly or indirectly, in one or more related transactions (i) consummates any Fundamental Transaction (as defined in the Warrants), (ii) effects any merger or consolidation of another person with or into the Company, or (iii) effects any purchase, lease, license, assignment, transfer, conveyance or other acquisition of all or substantially all of the assets of another person in one or a series of related transactions, whereby (in the case of (ii) or (iii) above) the Company issues common stock and/or Common Stock Equivalents (as defined in the Warrants) which encompass more than 10% of the outstanding shares of common stock of the Company on a fully diluted basis (subsections (i)-(iii) above collectively referred to as an Extraordinary Transaction), the Warrant holder will have the right, at the Warrant holder’s sole option and as elected by the Warrant holder, to effect a cashless exercise of the Warrant, in whole or in part, and to receive one Share of common stock for each Warrant Share (as defined in the Warrants) being exercised under the Warrant in such cashless exercise (such provision referred to as the Alternate Cashless Exercise Provision).
WHEREAS, pursuant to Section 5.5 of the Original Agreement, the Original Agreement may be amended by a written instrument signed by the Company and the Purchasers which purchased at least 50.1% in interest of the Shares based on the Initial Subscription Amounts under the Original Agreement;
WHEREAS, the Purchasers collectively purchased at least 50.1% in interest of the Shares based on the Initial Subscription Amounts under the Original Agreement; and
WHEREAS, the Company and the Purchasers desire to amend the Original Agreement as set forth in this Amendment.
WHEREAS, in consideration of Purchasers’ agreement to the Amendment, the Company is offering to each Purchaser an Amendment No. 1 to Warrant in the form attached hereto as Exhibit A (“Form of Warrant Amendment”), under which Section 2(c)(ii) under each Original Warrant would be deleted and replaced with the following:
“Notwithstanding the foregoing, on or before August 10, 2022 (which is the twentieth (20th) Trading Day after the disclosure of requisite Stockholder Approval (as defined in that certain Securities Purchase Agreement between the Company and Holder of even date herewith) by the Company via Current Report on Form 8-K) (the “Alternate Cashless Exercise Period”), the Holder shall be obligated to effect a cashless exercise hereunder, in whole, but, in lieu of receiving such aggregate number of Warrant Shares as described in the formula set forth in Section 2(c)(i), the Holder shall instead receive one (1) share of Common Stock for each Warrant Share being exercised hereunder in such cashless exercise (each, an “Alternate Cashless Exercise”); provided, that, if the Holder does not deliver an Exercise Notice to
exercise its Warrant pursuant to an Alternate Cashless Exercise prior to the expiration of the Alternate Cashless Exercise Period, upon the expiration of the Alternate Cashless Exercise Period, the Company may force the exercise of this Warrant and this Warrant shall automatically be deemed exercised by the Holder pursuant to an Alternate Cashless Exercise. If Warrant Shares are issued in such an Alternate Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. Notwithstanding anything herein to the contrary, in the event an Alternate Cashless Exercise would otherwise cause the Holder to exceed the Beneficial Ownership Limitation (defined below) set forth in Section 2(e), the Company shall only issue such number of Warrant Shares to the Holder that would not cause the Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance until notice from the Holder that the balance (or portion thereof) may be issued in compliance with such limitations, which abeyance shall be evidenced through this Warrant which shall be deemed prepaid thereafter, and exercised pursuant to a Notice of Exercise (provided no additional exercise price shall be payable). The Company agrees not to take any position contrary to this Section 2(c)(ii).”
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Purchasers hereby agree as follows:
1.Amendment to the Original Agreement. The Original Agreement is hereby amended by deleting Section 4.11(d) in its entirety.
2.No Further Amendment. Except as amended by this Amendment, the Original Agreement remains unaltered and shall remain in full force and effect.
3.Securities Law Disclosure. The Company will file a Current Report on Form 8-K by 9 a.m. EST on the day following effectiveness of this Amendment.
4.Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
5.Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.
(Signature page follows)
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
COMPANY
VALLON PHARMACEUTICALS, INC.
By:
Name:
Title:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOR PURCHASER FOLLOWS.]
[PURCHASER SIGNATURE PAGES TO
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
PURCHASER
_____________________________________________
By:
Name:
Title:
Exhibit A
Form of Warrant Amendment
AMENDMENT NO. 1 TO
COMMON STOCK PURCHASE WARRANT
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of July [●], 2022, by and between Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ____________________________ (the “Holder”).
WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of May 15, 2022, to purchase __________ shares of common stock of the Company, par value $0.0001 per share (the “Original Warrant”);
WHEREAS, pursuant to Section 5(l) of the Original Warrant, the Original Warrant may be modified or amended or the provisions thereof waived with the written consent of the Company, on the one hand and the Holder, on the other hand; and
WHEREAS, the Company and the Holder desire to amend the Original Warrant as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:
1.Amendment to the Original Warrant. The Original Warrant is hereby amended by deleting Section 2(c)(ii) in its entirety and replacing it with the following:
(ii) Notwithstanding the foregoing, within twenty (20) Trading Days of the disclosure of requisite Stockholder Approval (as defined in that certain Securities Purchase Agreement between the Company and Holder of even date herewith) by the Company via Current Report on Form 8-K (the “Alternate Cashless Exercise Period”), the Holder shall be obligated to effect a cashless exercise hereunder, in whole, but, in lieu of receiving such aggregate number of Warrant Shares as described in the formula set forth in Section 2(c)(i), the Holder shall instead receive one (1) share of Common Stock for each Warrant Share being exercised hereunder in such cashless exercise (each, an “Alternate Cashless Exercise”); provided, that, if the Holder does not deliver an Exercise Notice to exercise its Warrant pursuant to an Alternate Cashless Exercise prior to the expiration of the Alternate Cashless Exercise Period, within three (3) Trading Days of the expiration of the Alternate Cashless Exercise Period, this Warrant shall automatically be exercised by the Company pursuant to an Alternate Cashless Exercise. If Warrant Shares are issued in such an Alternate Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. Notwithstanding anything herein to the contrary, in the event an Alternate Cashless Exercise would otherwise cause the Holder to exceed the Beneficial Ownership Limitation (defined below) set forth in Section 2(e), the Company shall only issue such number of Warrant Shares to the Holder that would not cause the Holder to exceed the maximum number of Warrant Shares permitted thereunder with the balance to be held in abeyance until notice from the Holder that the balance (or portion thereof) may be issued in compliance with such limitations, which abeyance shall be evidenced through this Warrant which shall be deemed prepaid thereafter, and exercised pursuant to a Notice of Exercise (provided no additional exercise price shall be payable). The Company agrees not to take any position contrary to this Section 2(c)(ii).
2.No Further Amendment. Except as amended by this Amendment, the Original Warrant remains unaltered and shall remain in full force and effect.
3.Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
4.Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.
(Signature page follows)
IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
COMPANY
VALLON PHARMACEUTICALS, INC.
By:
Name:
Title:
HOLDER
_____________________________________________
By:
Name:
Title:
