Report of Foreign Issuer (6-k)
February 26 2020 - 4:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the month of: February 2020
Commission
file number: 001-36578
ENLIVEX
THERAPEUTICS LTD.
(Translation
of registrant’s name into English)
14
Einstein Street, Nes Ziona, Israel 7403618
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7): ☐
On
February 24, 2020, Enlivex Therapeutics Ltd., a company organized under the laws of the State of Israel (the “Company”),
entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional
investors (the “Investors”) in connection with the issuance and sale by the Company in a registered direct
offering (the “Offering”) of 1,000,000 of the Company’s ordinary shares, par value NIS 0.40 per share
(the “Ordinary Shares” and, such number of Ordinary Shares issued and sold in the Offering, the “Offered
Shares”), at a purchase price of $8.00 per share, pursuant to the Company’s
effective shelf registration statement on Form F-3 (File No. 333-232009) and
a related base prospectus, together with the related prospectus supplement dated as of February 24, 2020 (such registration statement,
prospectus and prospectus supplement, collectively, the “Registration Statement”), filed with the Securities
and Exchange Commission.
H.C.
Wainwright & Co. (“Wainwright”) acted as placement agent in connection with Offering, and in consideration
therefor the Company agreed to register and issue to Wainwright warrants (the “Placement Agent Warrants”)
to purchase up to 70,000 Ordinary Shares (the “Warrant Shares”) pursuant to the Registration Statement. The
Placement Agent Warrants are exercisable at a price of $10.00 per Ordinary Share, exercisable immediately upon issuance and for a period of five years from the effective date of the Offering. In addition,
the Company agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds raised in the Offering, a management
fee equal to 1.0% of the gross proceeds raised in the Offering, $100,000 for non-accountable expenses, and $12,900 for clearing
fees.
The
net proceeds from the Offering were approximately $7.175 million after deducting Wainwright’s fees and other estimated expenses
relating to the Offering. The Company intends to use the net proceeds from the Offering for clinical, regulatory, manufacturing
and research and development activities, potential acquisitions and in-licensing, as well as for working capital and other general
corporate purposes.
The
Securities Purchase Agreement includes customary representations, warranties and covenants by the Company and the Investors. Additionally,
the Company has agreed to provide the Investors with customary indemnification under the Securities Purchase Agreement.
The
closing of the issuance of the Offered Shares and Placement Agent Warrants occurred on February 26, 2020, and the Company issued
a press release in connection therewith, which is attached hereto as Exhibit 99.1.
The
foregoing description of the Securities Purchase Agreement and the Placement
Agent Warrants is only a summary and is qualified in its entirety by reference to the complete
text of the form of Securities Purchase Agreement and the form of Placement Agent Warrant, copies of which are attached
as Exhibit 1.1 and Exhibit 4.1, respectively, to this Report on Form 6-K and are incorporated by reference herein and
into the Company’s registration statements on Forms F-3 (File No. 333-232413 and File No. 333-232009), filed with
the Securities and Exchange Commission.
Copies
of the opinion of Yigal Arnon & Co. regarding the validity of the Offered Shares and the Warrant Shares and the opinion of
Greenberg Traurig, LLP regarding the validity of the Placement Agent Warrants are filed as Exhibit 5.1 and Exhibit 5.2, respectively,
to this Report on Form 6-K and are incorporated by reference into
the Company’s registration statements on Forms F-3 (File No. 333-232413 and File No. 333-232009), filed with the Securities
and Exchange Commission.
Exhibit
No.
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, thereunto duly authorized.
|
Enlivex
Therapeutics Ltd.
|
|
(Registrant)
|
|
|
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By:
|
/s/
Shai Novik
|
|
Name:
Title:
|
Shai
Novik
Executive Chairman
|
Date:
February 26, 2020
2
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