Liquidia Reports Unregistered Equity Sale on Jan 4

TL;DR

**Liquidia just sold new shares privately, potentially diluting your stock.**

AI Summary

Liquidia Corp. filed an 8-K on January 8, 2024, reporting an unregistered sale of equity securities that occurred on January 4, 2024. This filing indicates that the company issued new shares without a public offering, which could dilute the ownership stake of existing shareholders. For investors, this matters because an increase in the number of outstanding shares can potentially reduce the earnings per share and the value of each individual share, impacting their investment.

Why It Matters

This unregistered sale of equity securities could dilute existing shareholder value by increasing the total number of outstanding shares, potentially impacting stock price and earnings per share.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities can lead to dilution for existing shareholders, which is a moderate risk to their investment.

Analyst Insight

A smart investor would investigate the details of the unregistered equity sale, including the number of shares issued and the price, to assess the potential dilution and its impact on their current holdings or future investment decisions.

Key Players & Entities

• Liquidia Corp. (company) — the registrant filing the 8-K
• January 4, 2024 (date) — date of the earliest event reported
• January 8, 2024 (date) — date the 8-K was filed
• 001-39724 (other) — Commission File Number for Liquidia Corp.

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share, at a purchase price of $10.4
• $10.442 — 0.001 per share, at a purchase price of $10.442 per Private Placement Share. The aggreg
• $75.0 m — ate Placement Shares were approximately $75.0 million, before deducting offering expens
• $25.0 million — of July 27, 2023) to fund an additional $25.0 million thereunder. Such additional funds were

Filing Documents

• tm242158d2_8k.htm (8-K) — 34KB
• tm242158d2_ex10-1.htm (EX-10.1) — 39KB
• tm242158d2_ex10-2.htm (EX-10.2) — 229KB
• tm242158d2_ex10-3.htm (EX-10.3) — 194KB
• tm242158d2_ex99-1.htm (EX-99.1) — 19KB
• tm242158d2_ex99-2.htm (EX-99.2) — 26KB
• 0001104659-24-002247.txt ( ) — 830KB
• lqda-20240104.xsd (EX-101.SCH) — 3KB
• lqda-20240104_lab.xml (EX-101.LAB) — 33KB
• lqda-20240104_pre.xml (EX-101.PRE) — 22KB
• tm242158d2_8k_htm.xml (XML) — 3KB

02

Item 3.02 Unregistered Sales of Equity Securities . As previously reported, on January 4, 2024, Liquidia Corporation, a Delaware corporation (the "Company"), entered into a common stock purchase agreement (the "Purchase Agreement") with Legend Aggregator, LP (the "Purchaser"), for the sale by the Company in a private placement (the "Private Placement") of an aggregate of 7,182,532 shares (the "Private Placement Shares") of the Company's common stock, par value $0.001 per share, at a purchase price of $10.442 per Private Placement Share. The aggregate gross proceeds for the sale of the Private Placement Shares were approximately $75.0 million, before deducting offering expenses. As previously reported, in connection with the Private Placement, on January 4, 2024, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Purchaser. The Private Placement closed on January 8, 2024. The issuance of the Private Placement Shares in the Private Placement described above were made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Concurrent with the Private Placement, a s previously reported, on January 3, 2024, Liquidia Technologies and HealthCare Royalty Partners IV, L.P. entered into a Fourth Amendment (the "Fourth Amendment") to that certain Revenue Interest Financing Agreement dated as of January 9, 2023 (as amended by the First Amendment to the Revenue Interest Financing Agreement dated as of April 17, 2023, as amended by the Second Amendment to the Revenue Interest Finance Agreement dated as of June 28, 2023, and as amended by the Third Amendment to the Revenue Interest Finance Agreement dated as of July 27, 2023) to fund an additional $25.0 million thereunder. Such additional funds were disbursed on January 5, 2024. Copies of the Fourth Amendment, Purchase Agreement, and Registration Rights Agreement (together, the "Transac

01

Item 8.01 Other Events. On January 5, 2024, the Company issued a press release providing an update on its clinical pipeline targeting pulmonary arterial hypertension and pulmonary hypertension associated with interstitial lung disease. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. On January 8, 2024, the Company issued a press release announcing it had filed its response to the amended patent infringement complaint filed by United Therapeutics Corporation ("UTHR") on November 30, 2023, under the Drug Price Competition and Patent Term Restoration Act in the U.S. District Court for the District of Delaware and had simultaneously filed certain counterclaims against UTHR. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit 10.1* Fourth Amendment to Revenue Interest Financing Agreement, dated as of January 3, 2024, by and between Liquidia Technologies, Inc. and Healthcare Royalty Partners IV, L.P. 10.2 Common Stock Purchase Agreement, dated as of January 4, 2024, by and between Liquidia Corporation and the Purchaser. 10. 3 Registration Rights Agreement, dated as of January 4, 2024, by and between Liquidia Corporation and the Purchaser. 99.1 Press Release of Liquidia Corporation, dated January 5, 2024. 99. 2 Press Release of Liquidia Corporation, dated January 8, 2024. 104 Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). * Certain terms have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K as they are both not material and of the type that the registrant treats as private or confidential.

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. January 8, 2024 Liquidia Corporation By: /s/ Michael Kaseta Name: Michael Kaseta Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR