Liquidia Corp Files 8-K on Equity Sales

TL;DR

Liquidia Corp filed an 8-K for unregistered equity sales. Keep an eye on this.

AI Summary

Liquidia Corporation filed an 8-K on September 12, 2024, reporting unregistered sales of equity securities and other events. The filing details the company's principal executive offices located at 419 Davis Drive, Suite 100, Morrisville, North Carolina.

Why It Matters

This filing indicates potential equity transactions by Liquidia Corp, which could impact its capital structure and shareholder value.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can sometimes signal financing needs or dilution concerns for shareholders.

Key Players & Entities

• Liquidia Corporation (company) — Registrant
• September 12, 2024 (date) — Date of earliest event reported
• 419 Davis Drive, Suite 100, Morrisville, North Carolina 27560 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock"), in a privat
• $8.90 — rivate placement at a purchase price of $8.90 per share for an aggregate investment a
• $10.0 million — gate investment amount of approximately $10.0 million (the "Private Placement"). As previousl
• $57.5 million — g") for gross proceeds of approximately $57.5 million (before deducting underwriting discount
• $32.5 million — th Amendment, the additional funding of $32.5 million under the second tranche of the RIFA wo
• $50.0 million — gregate gross proceeds of not less than $50.0 million in connection with the sale of the Comp

Filing Documents

• tm2423869d1_8k.htm (8-K) — 35KB
• tm2423869d1_ex1-1.htm (EX-1.1) — 266KB
• tm2423869d1_ex5-1.htm (EX-5.1) — 7KB
• tm2423869d1_ex10-1.htm (EX-10.1) — 199KB
• tm2423869d1_ex10-2.htm (EX-10.2) — 199KB
• tm2423869d1_ex10-3.htm (EX-10.3) — 49KB
• 0001104659-24-099305.txt ( ) — 1098KB
• lqda-20240912.xsd (EX-101.SCH) — 3KB
• lqda-20240912_lab.xml (EX-101.LAB) — 33KB
• lqda-20240912_pre.xml (EX-101.PRE) — 22KB
• tm2423869d1_8k_htm.xml (XML) — 4KB

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities As previously reported, on September 10, 2024, Liquidia Corporation, a Delaware corporation (the "Company"), entered into a common stock purchase agreement (the "Purchase Agreement") with funds managed by Caligan Partners LP (collectively, the "Purchasers"), a fund controlled by David Johnson, a director of the Company in connection with the previously announced private sale of 1,123,595 unregistered shares (the "Private Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), in a private placement at a purchase price of $8.90 per share for an aggregate investment amount of approximately $10.0 million (the "Private Placement"). As previously reported, in connection with the Private Placement, on September 10, 2024, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Purchasers. The Private Placement closed on September 12, 2024. The issuance of the Private Shares in the Private Placement described above was 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") and/or Rule 506 of Regulation D under the Securities Act.

01 Other Events

Item 8.01 Other Events. As previously reported, on September 11, 2024, the Company entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc. ("Representative"), as representative of the several underwriters named therein (collectively, the "Underwriters"), in connection with its previously announced sale of 6,460,674 shares (the "Public Shares") of the Company's Common Stock, pursuant to a registration statement on Form S-3 (File No. 333-276244), filed with the United States Securities and Exchange Commission (the "SEC") on December 22, 2023, subsequently amended on December 28, 2023, and declared effective by the SEC on January 3, 2024, and the prospectus contained therein, as supplemented by the prospectus supplement dated September 11, 2024 (the "Prospectus Supplement"), in an underwritten registered public offering at an offering price of $8.90 per Public Share (the "Public Offering") for gross proceeds of approximately $57.5 million (before deducting underwriting discounts, commissions and expenses). The Public Offering closed on September 12, 2024. As previously reported, on September 11, 2024 (the "Effective Date"), Liquidia Technologies, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, entered into a Fifth Amendment (the "Fifth Amendment") to that certain Revenue Interest Financing Agreement, dated January 9, 2023, with HealthCare Royalty Partners IV, L.P. ("HCR") (as amended, the "RIFA"). Pursuant to the terms and conditions of the Fifth Amendment, the additional funding of $32.5 million under the second tranche of the RIFA would be funded by HCR to the Company not later than two (2) business days after the Company provides reasonable written notice to HCR that the Company has received aggregate gross proceeds of not less than $50.0 million in connection with the sale of the Company's Common Stock in one or more transactions consummated on or after the Effective Date, but prior to close of

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibit No. Exhibit 1.1 Underwriting Agreement by and between Liquidia Corporation and BofA Securities, Inc., as representative of the underwriters named therein, dated September 11, 2024. 10.1 Common Stock Purchase Agreement by and among Liquidia Corporation and the Purchasers, dated September 10, 2024. 10.2 Registration Rights Agreement by and among Liquidia Corporation and the Purchasers, dated September 10, 2024. 10.3* Fifth Amendment to Revenue Interest Financing Agreement, dated as of September 11, 2024, by and between Liquidia Technologies, Inc. and Healthcare Royalty Partners IV, L.P. 5.1 Opinion of DLA Piper LLP (US). 23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1). 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. September 12, 2024 Liquidia Corporation By: /s/ Michael Kaseta Name: Title: Michael Kaseta Chief Financial Officer