Item 1.01 Entry into a Material Definitive Agreement.
On
September 18, 2020, 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 16,129,032 shares (the
“Shares”) of common stock, $0.0001 par value per share, of the Company (the “Common Stock”). Each
share of Common Stock is being offered and sold to the public at a public offering price of $0.62 per Share.
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 2,419,354 shares of Common Stock from the Company at the
public offering price per Share, after deducting the underwriting discounts and commissions, to cover over-allotments, if
any.
The Company expects
to receive net proceeds of approximately $9,145,000 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 $10,555,000 after deducting the
underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering is expected to close
on September 22, 2020, 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 60 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
September 17, 2020, and a final prospectus supplement to be filed with the SEC (the “Prospectus Supplements”)
pursuant to Rule 424(b) under the Securities Act.
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. The foregoing
description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety
by reference to such exhibit, which is 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 shares 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.