Item 8.01 Other Events.
On January 9, 2018, we entered into an engagement agreement
(the “Engagement Letter”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright
agreed to act as our exclusive placement agent in connection with an offering of our common stock. Pursuant to the Engagement Letter,
we agreed to pay Wainwright a placement agent fee of 6.0% and a management fee of 1.0% of the aggregate gross proceeds of the offering
described below. We also agreed to reimburse Wainwright for its expenses in connection with the offering on a non-accountable basis
in an amount equal to $25,000 and up to $100,000 for legal fees and expenses. A copy of the Engagement Letter is attached to this
report as Exhibit 99.1.
On January 12, 2018, we completed the closing of our previously
announced public offering of 4,000,000 shares of our common stock at a price of $1.00 per share. In connection with the offering,
on January 10, 2018 we entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional
investors in the offering. The form of Purchase Agreement is attached to this report as Exhibit 99.2. The net proceeds to us from
the offering are expected to be approximately $3.5 million, after deducting placement agent fees and estimated offering expenses
payable by us. We anticipate using the net proceeds from the offering for general corporate purposes, including manufacturing expenses,
clinical trial expenses, research and development expenses, and general and administrative expenses.
The offering was made pursuant to our registration statement
on Form S-3 (File No. 333-210974), which was declared effective by the Securities and Exchange Commission (“SEC”) on
May 13, 2016, and a prospectus supplement thereunder. A copy of the opinion of Cooley LLP relating to the legality of the
issuance and sale of the shares in the offering is attached to this report as Exhibit 5.1.
January 9, 2018
we issued a press release announcing the offering, and on
January 10, 2018
, we issued
a press release announcing the pricing of the offering. Copies of these press releases are attached to this report as Exhibits 99.3
and 99.4, respectively.
The Engagement Letter and the Purchase Agreements contain customary
representations, warranties and agreements by us, were made only for purposes of such agreements and as of specific dates, were
solely for the benefit of the other parties to such agreements, and may be subject to limitations agreed upon by such parties.
The foregoing descriptions of the Engagement Letter and the
Purchase Agreements are not complete and are qualified in their entireties by reference to the full text of the respective agreements.
Statements in this report that are
not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements include, without limitation, statements regarding the anticipated
proceeds from the offering and the anticipated use of such proceeds. Words such as “will”, “expect”, “may,”
“goal,” “potential” and similar expressions are intended to identify forward-looking statements, though
not all forward-looking statements necessarily contain these identifying words. For such statements, we claim the protection of
the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from our expectations. Factors
that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks
and uncertainties associated with estimating offering related expenses and risks associated with our financial condition and business.
Additional factors that could cause actual results to differ materially from those stated or implied by our forward-looking statements
are disclosed in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2016
and subsequently filed quarterly reports on Form 10-Q.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this
cautionary statement, and we undertake no obligation to revise or update any forward-looking statements to reflect events or circumstances
after the date of this report.