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Item 1.01 Entry into a Merial Definitive Agreement.
As previously disclosed on a Current Report on Form 8-K filed on August 1, 2023 with the Securities and Exchange Commission, on July 31, 2023, Blue Water Biotech, Inc., a Delaware corporation (the “Company”), entered into a common stock preferred investment options exercise inducement offer letter (the “Inducement Letter”) with a certain holder (the “Holder”) of existing preferred investment options (“PIOs”) to purchase shares of the Company’s common stock at the original exercise price of $2.546 per share, issued on August 11, 2022 (the “Existing PIOs”). Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing PIOs to purchase an aggregate of 2,486,214 shares of the Company’s common stock, at a reduced exercised price of $1.09 per share, in exchange for the Company’s agreement to issue new PIOs (the “Inducement PIOs”) to purchase up to 4,972,428 shares of the Company’s common stock (the “Inducement PIO Shares”) on substantially the same terms as the Existing PIOs, except that the issuance of the Inducement PIO Shares was subject to stockholder approval.
On August 1, 2023, the Company and the Holder entered into a letter agreement to amend the Inducement Letter to clarify, among other things, that (i) the Inducement PIOs shall be immediately exercisable at any time on or after the date of issuance and have a term of exercise of five (5) years from the date of issuance, and (ii) the Company shall not be required to hold a meeting of stockholders to approve the issuance of the Inducement PIO Shares. Except for the change in exercise period, the terms of the Inducement PIOs remain unchanged.
The aforementioned summary of certain terms and provisions of the Letter Agreement and the Inducement PIO are not complete and are subject to, and qualified in their entirety by, the provisions of the Letter Agreement and the Inducement PIO, forms of which are filed as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
On August 2, 2023, the Company consummated the transactions contemplated by the Inducement Letter and on August 3, 2023 issued a press release to announce such closing (the “Press Release”). The Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 related to the Inducement PIOs is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Inducement PIO | |
| 10.1 | Form of Letter Agreement | |
| 99.1 | Press Release, dated August 3, 2023 | |
| 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.
| Blue Water Biotech, Inc. | ||
| August 3, 2023 | By: | /s/ Joseph Hernandez |
| Name: | Joseph Hernandez | |
| Title: | Chief Executive Officer | |
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