On August 20, 2019, Trovagene, Inc. (the "Company") reported that it has entered into a Securities Purchase Agreement (the "Purchase Agreement") with Lincoln Park Capital Fund, LLC (the "Purchaser"), pursuant to which the Company agreed to offer, issue and sell to the Purchaser, (i) in a registered direct offering, an aggregate of (a) 271,744 shares (the "Shares") of common stock, par value $0.0001 per share ("Common Stock") and (b) Series E pre-funded warrants (the "Series E Pre-Funded Warrants") to purchase up to 456,058 shares (the "Series E Warrant Shares") of the Company’s common stock, par value $0.0001 per share (the "Common Stock"), which will be exercisable immediately upon issuance for a period of five years after the date of issuance, and (ii) in a concurrent private placement, Series F warrants (the "Series F Warrants") to purchase up to 707,802 shares (the "Series F Warrant Shares") of Common Stock, for aggregate gross proceeds to the Company of approximately $1.5 million, before deducting estimated offering expenses payable by the Company (Filing, 8-K, Trovagene, AUG 21, 2019, View Source [SID1234551237]).
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The combined purchase price for each Share, together with one Series F Warrant, is $2.061 per Share/Series F Warrant. Each Series F Warrant shall be exercisable beginning on the six-month anniversary of the date of issuance and for a period of five years after such date (or five-and-a-half years after the issuance date), at an exercise price of $1.936 per Series F Warrant Share. The exercise price of the Series F Warrants and the shares of the Company’s Common Stock issuable upon the exercise of the Series F Warrants (the "Series F Warrant Shares") will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Series F Warrants.
The aggregate exercise price of the Series E Pre-Funded Warrants ($2.061 per Series E Warrant Share), except for a nominal exercise price of $0.01 per Series E Warrant Share, will be pre-funded to the Company on the date of issuance of the Series E Pre-Funded Warrants and, consequently, no additional consideration (other than the nominal exercise price of $0.01 per Series E Warrant Share) shall be required to be paid by the holder to effect any exercise of the Series E Pre-Funded Warrants. The Company shall not be required to return or refund any portion of such pre-paid aggregate exercise price of the Series E Pre-Funded Warrants for any reason, including in the event such Series E Pre-Funded Warrants shall not have been exercised prior to expiration. Each of the Series E Pre-Funded Warrants and the Series F Warrants may be exercised on a "cashless" basis under certain circumstances set forth in the warrants.
The Shares, Series E Pre_Funded Warrants and the Series E Warrant Shares issuable upon exercise of the Series E Pre-Funded Warrants are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on June 25, 2019, and was declared effective on July 1, 2019 (File No. 333-232321) (the "Registration Statement").
The Series F Warrants and the Series F Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
Per the terms of the Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that during the 60-day period following the closing, the Company will not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain exceptions.
The closing of the offering described above is subject to satisfaction of specified customary closing conditions.
The foregoing summaries of the offerings, the securities to be issued in connection therewith, the Purchase Agreement, the Series E Pre-Funded Warrants and Series F Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the form of Purchase Agreement, the Form of Series E Pre-Funded Warrant and the Form of Series F Warrant are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.