On April 23, 2023, Applied Therapeutics, Inc. (the "Company") reported to have entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") for a private placement (the "Private Placement") with a select group of accredited investors (collectively, the "Purchasers") (Filing, 8-K, Applied Therapeutics, APR 24, 2023, View Source [SID1234630409]). Pursuant to the Securities Purchase Agreement, the Purchasers have agreed to purchase 9,735,731 shares of the Company’s common stock, par value $0.0001 per share (the "Shares") at a purchase price of $0.946 per share, and 22,000,000 pre-funded warrants to purchase common stock at a purchase price of $0.945, which equals the purchase price per share of common stock less the $0.001 per share exercise price of each pre-funded warrant (the "Pre-Funded Warrants" and together with the Shares the "Securities"). The Pre-Funded Warrants are immediately exercisable from the date of issuance and do not have an expiration date. Holders may not exercise any Pre-Funded Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 9.99% of the Company’s outstanding common stock immediately after exercise. The Pre-Funded Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions for no consideration of assets to the Company’s stockholders. In the event of certain corporate transactions, the holders of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such transaction. The Pre-Funded Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are entitled.
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The Private Placement is expected to occur on or about April 26, 2023, subject to the satisfaction of customary closing conditions. The Company anticipates receiving gross proceeds from the Private Placement of approximately $30 million before deducting fees to the placement agent and other offering expenses payable by the Company. The Company intends to use the net proceeds to fund research and development and registration of its pipeline candidates, and for working capital and general corporate purposes.
The foregoing description of the Securities Purchase Agreement and Pre-Funded Warrants issued under the Purchase Agreement does not purport to be complete and is qualified in its entirety by references to the full text of (i) the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein and (ii) the form of Pre-Funded Warrant issued under the Purchase Agreement, a copy of which is attached to this report as Exhibit 4.1 and is incorporated by reference herein.
Registration Rights Agreement
In connection with the Private Placement, the Company also entered into a registration rights agreement, dated April 23, 2023 (the "Registration Rights Agreement") with the Purchasers requiring the Company to register the resale of the Shares and the shares underlying the Pre-Funded Warrants. The Company is required to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable, but in no event later than 30 days following the closing of the Private Placement (the "Filing Deadline"), and to use commercially reasonable efforts to have the registration statement declared effective within 30 days of the Filing Deadline, subject to extension under the terms of the Registration Rights Agreement.
The Company has granted the Investors customary indemnification rights in connection with the Registration Rights Agreement. The Investors have also granted the Company customary indemnification rights in connection with the Registration Statement.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by references to the full text of such agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.