Virios Therapeutics Enters Material Definitive Agreement

Ticker: DWTX · Form: 8-K · Filed: May 20, 2024 · CIK: 1818844

Virios Therapeutics, INC. 8-K Filing Summary
FieldDetail
CompanyVirios Therapeutics, INC. (DWTX)
Form Type8-K
Filed DateMay 20, 2024
Risk Levelmedium
Pages3
Reading Time3 min
Key Dollar Amounts$0.0001, $0.20, $75,000
Sentimentneutral

Sentiment: neutral

Topics: material-definitive-agreement, corporate-filing

TL;DR

Virios Therapeutics just signed a big deal, filing an 8-K to let everyone know.

AI Summary

Virios Therapeutics, Inc. announced on May 19, 2024, that it entered into a Material Definitive Agreement. The company, incorporated in Delaware with its principal executive offices in Alpharetta, GA, is involved in the pharmaceutical preparations industry.

Why It Matters

This filing indicates a significant new contract or partnership for Virios Therapeutics, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and their specific nature is not detailed in this initial filing.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the Material Definitive Agreement?

The filing does not specify the details of the Material Definitive Agreement, only that one has been entered into as of May 19, 2024.

When was Virios Therapeutics, Inc. incorporated?

Virios Therapeutics, Inc. was incorporated in Delaware.

What is the principal business address of Virios Therapeutics, Inc.?

The principal executive offices are located at 44 Milton Avenue, Alpharetta, GA 30009.

What is the company's telephone number?

The company's telephone number, including area code, is (866) 620-8655.

What is the SIC code for Virios Therapeutics, Inc.?

The Standard Industrial Classification (SIC) code for Virios Therapeutics, Inc. is 2834, which corresponds to Pharmaceutical Preparations.

Filing Stats: 846 words · 3 min read · ~3 pages · Grade level 11.4 · Accepted 2024-05-20 09:28:00

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 19, 2024, Virios Therapeutics, Inc. (the "Company") entered into a placement agency agreement (the "Placement Agency Agreement") with Maxim Group LLC (the "Placement Agent") in connection with the issuance and sale by the Company in a public offering of 8,500,000 shares of the Company's common stock, par value $0.0001 at a public offering price of $0.20 per share (the "Offering"), less placement agent fees and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-263700) and a related prospectus supplement filed with the Securities and Exchange Commission (the "SEC") on May 17, 2024. The closing of the Offering is expected to occur on or about May 22, 2024, subject to the satisfaction of customary closing conditions. The Company engaged Maxim Group LLC as the Company's sole placement agent for the Offering pursuant to the Placement Agency Agreement. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash placement fee equal to 8.0% of the gross proceeds of the Offering, plus reimbursement of certain expenses and legal fees up to $75,000. The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Placement Agency Agreement were made only for purposes of such agreements and as of a specific date, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Placement Agency Agreement is not complete and is qualified in its entirety by reference to the full text of the Pla

01. Other Events

Item 8.01. Other Events. On May 19, 2024, the Company issued a press release announcing that it priced a public offering of its common stock. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Placement Agency Agreement, dated as of May 19, 2024, between Virios Therapeutics, Inc. and Maxim Group LLC 5.1 Opinion of Duane Morris LLP 23.1 Consent of Duane Morris LLP (included in Exhibit 5.1) 99.1 Virios Therapeutics, Inc. press release dated May 19, 2024 104 Cover Page Interactive Data File (embedded within Inline XBRL document) 2

SIGNATURES

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. VIRIOS THERAPEUTICS, INC. By: /s/ Angela Walsh Name: Angela Walsh Title: Senior Vice President of Finance, Corporate Secretary and Treasurer May 20, 2024 3

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