UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 24th, 2024, Aridis Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with individual investors (“Investors”), pursuant to which the Company agreed to offer, issue and sell to Investors in a private placement, 4,271,429 shares (the “Common Shares”) of common stock, par value $0.0001 (the “Common Stock”) for a purchase price of $0.070 per share for aggregate gross proceeds of approximately $0.30 million. Dr. Vu Truong, CEO of the Company and Dr. Eric Patzer, Chairman of the Company participated in the offering.
The Common 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.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, other obligations of the parties and termination provisions.
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Purchase Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Common Shares, nor shall there be any sale of Common Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 3.02 | Unregistered Sale of Equity Securities. |
The information included in Item 1.01 above regarding the Purchase Agreement is incorporated by reference into this Item 3.02.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| 10.1 | Form of Securities Purchase Agreement |
| 104 | Cover Page Interactive File (the cover page tags are 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.
| Date: June 27, 2024 | ARIDIS PHARMACEUTICALS, INC. |
| /s/ Vu Truong | |
| Vu Truong | |
| Chief Executive Officer |
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