UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On September 19, 2022, Virios Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC (the “Underwriter”) in connection with the issuance and sale by the Company in a public offering of 10,000,000 shares of the Company’s common stock (the “Firm Shares”) at a public offering price of $0.50 per share (the “Offering”), less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-263700) and a related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”). Pursuant to the Underwriting Agreement, the Company has also granted to the Underwriter (1) an over-allotment option of 1,500,000 shares (the “Option Shares”) and (2) warrants to purchase up to 5% of the Firm Shares and Option Shares purchased in the Offering, such warrants to be exercisable as set forth in the Representative’s Warrant Agreement attached as Exhibit A to the Underwriting Agreement. The closing of the Offering is expected to occur on or about September 22, 2022, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Duane Morris LLP, counsel to the Company, has issued an opinion to the Company, dated September 19, 2022, regarding the validity of the shares of common stock to be issued and sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On September 19, 2022, the Company issued a press release announcing the proposed public offering of its common stock. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
On September 19, 2022, the Company issued a press release announcing that it priced a public offering of its common stock. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
1.1 |
| |
5.1 | ||
23.1 | ||
99.1 | Virios Therapeutics, Inc. press release dated September 19, 2022 | |
99.2 | Virios Therapeutics, Inc. press release dated September 19, 2022 | |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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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.
| VIRIOS THERAPEUTICS, INC. | |
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| By: | /s/ Angela Walsh |
| Name: | Angela Walsh |
Title: | Senior Vice President of Finance and Corporate Secretary | |
September 20, 2022 | ||
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