Item 1.01 Entry into a Material Definitive Agreement.
On August 1,
2019, Adamis Pharmaceuticals Corporation (the “Company”), entered into an Underwriting Agreement
(the “Underwriting Agreement”) with Raymond James & Associates, Inc., as representative for the
several underwriters listed therein (“Underwriters”), pursuant to which the Company agreed to issue and sell to
the Underwriters in an underwritten public offering (the “Offering”) an aggregate of 12,000,000 shares
(the “Shares”) of common stock, $0.0001 par value per share, of the Company (the “Common Stock”)
and warrants to purchase up to 12,000,000 shares of its Common Stock (the “Warrants”, together with the Shares,
the “Securities”). Each share of Common Stock is being offered and sold to the public together with a warrant
to purchase one share of Common Stock for a combined public offering price of $1.00 per Security. The Warrants are
exercisable commencing on the date of issuance, will expire five years from the date of issuance, and have an exercise price
of $1.15 per share, subject to certain adjustments.
The Company
intends to use the aggregate net proceeds of the offering primarily for general corporate purposes, which include,
without limitation, expenditures relating to research, development and clinical trials relating to the Company’s
products and product candidates, manufacturing, capital expenditures, hiring additional personnel, acquisitions of new
technologies or products, the payment, repayment, refinancing, redemption or repurchase of existing or future indebtedness,
obligations or capital stock, and working capital. Under the terms of the Underwriting Agreement, the Company has granted the
Underwriters an option for a period of 30 days to purchase up to an additional 1,800,000 Securities from the Company at the
public offering price, after deducting the underwriting discounts and commissions to cover over-allotments, if any.
The Company expects to
receive net proceeds of approximately $11,025,000 after deducting underwriting discounts and commissions and estimated offering
expenses payable by the Company, assuming no exercise of the Underwriters’ over-allotment option. If the Underwriters exercise
their over-allotment option in full, the Company expects to receive net proceeds of approximately $12,717,000 after deducting
the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering is expected to
close on August 5, 2019, subject to the satisfaction of customary closing conditions. Raymond James & Associates, Inc. is
acting as the sole book-running manager of the Offering. Maxim Group LLC is acting as lead manager for the Offering.
The Underwriting Agreement
contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by
each of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Underwriting
Agreement, certain officers and directors of the Company have entered into “lock-up” agreements, subject to certain
exceptions, with the Underwriters that generally prohibit the sale, transfer, or other disposition of securities of the Company
for a period of 90 days from the date of the Underwriting Agreement.
The Offering is being
made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying prospectus
(Registration No. 333-226100) filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2018 and declared
effective by the SEC on July 18, 2018, as supplemented by a preliminary prospectus supplement filed with the SEC on July 31, 2019.
A
copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by
reference. A copy of the form of warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated herein
by reference. The foregoing description of the material terms of the Underwriting Agreement and the warrants does not purport
to be complete and is qualified in its entirety by reference to such exhibits, which are incorporated by reference. A copy of
the legal opinion of Weintraub Tobin Chediak Coleman Grodin Law Corporation relating to the legality of the issuance and sale
of the Securities being sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The provisions of the
Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other
than the parties to such agreement and are not intended as a document for investors or the public to obtain factual information
about the current state of affairs of the parties to that document. Rather, investors and the public should look to other disclosures
contained in the Company’s filings with the SEC, including the Prospectus Supplements.
Forward-Looking Statements
This Current Report on
Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated
closing of the Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved include the
Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed
from time to time in the Company’s filings with the SEC. You are cautioned not to place undue reliance on forward-looking
statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this
report. The Company does not intend to revise or update any forward-looking statement in this report to reflect events or circumstances
arising after the date hereof, except as may be required by law.