UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 14, 2023, TFF Pharmaceuticals, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with The Benchmark Company, LLC (the “Underwriter”) relating to an underwritten offering (the “Offering”) of 19,896,000 shares (“Shares”) of common stock of the Company (“Common Stock”). Pursuant to the Agreement, the Company has granted the Underwriter a 30-day over-allotment option to purchase up to an additional 2,984,400 shares of Common Stock. The Company estimates that gross proceeds from the Offering will be $4,974,000, before deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriter’s over-allotment option.
The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-249870) previously filed with the Securities and Exchange Commission (the “SEC”) and a preliminary prospectus supplement relating to the Offering. The closing of the Offering is expected to take place on August 17, 2023, subject to the satisfaction of customary closing conditions.
The Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriter may be required to make because of any of those liabilities. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion and consent of Greenberg Traurig, LLP relating to the Shares is attached hereto as Exhibit 5.1.
The Company issued press releases announcing the launch and pricing of the Offering on August 14, 2023 and August 15, 2023, respectively. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an 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 2.02 Results of Operations and Financial Condition.
On August 15, 2023, the Company issued a press release announcing its financial results for the fiscal quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.3 to this Current Report.
The information in this Item 2.02, including the press release attached as Exhibit 99.3 hereto, is furnished pursuant to Item 2.02 but shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01 Regulation FD.
Attached hereto as Exhibit 99.4 is a corporate update and presentation by the Company.
The information in this Item 7.01, including the presentation attached as Exhibit 99.4 hereto, is furnished pursuant to Item 7.01 but shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report, except for Exhibits 99.3 and 99.4 which are furnished by way of this report:
| Exhibit Number |
Exhibit Description | |
| 1.1 | Underwriting Agreement dated as of August 14, 2023 between the Company and The Benchmark Company, LLC | |
| 5.1 | Opinion of Greenberg Traurig, LLP | |
| 23.1 | Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release dated August 14, 2023 regarding the launch of the offering of Common Stock | |
| 99.2 | Press Release dated August 15, 2023 regarding pricing of the offering of Common Stock | |
| 99.3 | Press release dated August 15, 2023 regarding the Company’s financial results for its fiscal quarter ended June 30, 2023 | |
| 99.4 | The Company’s corporate update and presentation materials | |
| 104 | Cover Page Interactive Data File (embedded within the 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.
| TFF PHARMACEUTICALS, INC. | |
| Dated: August 15, 2023 | /s/ Kirk Coleman |
| Kirk Coleman | |
| Chief Financial Officer |
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