This excerpt taken from the SIGA 8-K filed Dec 10, 2009.
Item 1.01. Entry into a Material Definitive Agreement.
On December 9, 2009, SIGA Technologies, Inc. (the Company) entered into a Placement Agent Agreement (the Placement Agent Agreement) with RBC Capital Markets Corporation and Cowen and Company, LLC (the Placement Agents), relating to the offering to certain investors (the Investors) of 2,725,339 shares of the Companys common stock, par value $0.0001 per share (the Common Stock).
On December 9, 2009, the Company entered into Subscription Agreements with the Investors providing for the sale of the Common Stock in the offering at a purchase price of $7.35 per share. The net proceeds of the offering to the Company will be approximately $18.8 million after deducting Placement Agents commissions and expense reimbursements but before deducting other offering expenses. The Company currently intends to use the net proceeds from the offering for general corporate purposes, including development of its product candidates, the acquisition or in-license of technologies, products or businesses, working capital and capital expenditures. The Company has not determined the amount of net proceeds to be used specifically for the foregoing purposes.
The offering is being made pursuant to a prospectus supplement dated December 9, 2009 and an accompanying base prospectus dated November 18, 2009, pursuant to the Companys existing shelf registration statement on Form S-3 (File No. 333-162746), as amended by Amendment No. 1 to such registration statement (the Registration Statement) which was filed with the Securities and Exchange Commission (the Commission) on November 9, 2009 and declared effective by the Commission on November 18, 2009.
The offering is expected to close on or before December 14, 2009, subject to customary closing conditions.
The Placement Agent Agreement contains customary representations, warranties, covenants and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Placement Agents, including for liabilities under the Securities Act of 1933, as amended (the Act), other obligations of the parties and termination provisions.
The foregoing descriptions of the Placement Agent Agreement and the Subscription Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, which are attached to this report as Exhibits 1.1 and Exhibit 10.1, respectively, and incorporated by reference herein. The opinion of the Companys counsel regarding the validity of the shares issued pursuant to the offering is filed as Exhibit 5.1 hereto.