On March 8, 2023, the Company, RevitaLid Pharmaceutical Corp. and RVL Holdings US LLC entered into a second amendment to the Note Purchase Agreement (the “Second Amendment”) with, among others, Athyrium Opportunities IV Acquisition LP, as administrative agent, Athyrium Opportunities IV Acquisition 2 LP and Athyrium Opportunities IV Co-Invest 1 LP, as existing purchasers of the first and second tranche notes. The Second Amendment provided solely for the immediate reduction of the minimum liquidity requirement from $15.0 million to $12.5 million.
October 2021 Share Subscription Agreement
As a condition to the effectiveness of the Note Purchase Agreement, on October 1, 2021, the Company entered into a share subscription agreement with Athyrium Opportunities IV Acquisition 2 LP, as the purchaser of Notes (the “2021 Share Subscription Agreement”). On October 12, 2021, the Company issued and allotted 6,148,832 of the Company’s ordinary shares to Athyrium Opportunities IV Acquisition 2 LP for a price of $0.01 per share, or an aggregate price of $61,488.32, pursuant to the 2021 Share Subscription Agreement. The number of ordinary shares issued and allotted was equal to $15,000,000 divided by the volume-weighted average price per ordinary share in the sixty (60) trading days ended October 8, 2021.
Underwriting Agreement Related to October 2021 Equity Financing
On October 6, 2021, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC (“H.C. Wainwright”), pursuant to which the Company agreed to sell to H.C. Wainwright, and H.C. Wainwright agreed to purchase, 14,000,000 of the Company’s ordinary shares and warrants to purchase 14,000,000 of the Company’s ordinary shares (the “Firm Warrants”). In addition, the Company granted H.C. Wainwright a thirty (30) calendar day option to purchase up to an additional 2,100,000 ordinary shares and/or warrants to purchase an additional 2,100,000 ordinary shares (the “Optional Warrants” and, together with the Firm Warrants, the “Warrants”). On October 11, 2021, H.C. Wainwright exercised its option to purchase the Optional Warrants. The ordinary shares were sold at a price of $2.3499906 per share and the Warrants were sold at a price of $0.0000094 per Warrant, less underwriting discounts and commissions. The aggregate net proceeds from the follow-on offering were approximately $32.5 million after deducting underwriting commissions and offering expenses.
The Warrants have an exercise price of $3.10 per warrant, subject to adjustments as provided under the terms of the form of warrant, were exercisable immediately, and will expire three and one half years from the date of issuance, on March 12, 2025. Additionally, the holders of Warrants are entitled, prior to exercise, to participate in any dividend or other distribution of the Company’s assets to holders of ordinary shares presuming the Warrants had been exercised. If exercised for cash by the holders, the Warrants would result in additional gross proceeds to the Company of $49.9 million. In the event of a “Fundamental Transaction” (as defined in the form of warrant), the holders of the Warrants have the contingent right to require the Company (or a successor entity) to redeem the Warrants for cash.
August 2022 Share Subscription Agreements
On August 4, 2022, the Company entered into a series of share subscription agreements (collectively, the “2022 Share Subscription Agreements”) with Athyrium Opportunities IV Co-Invest 2 LP, Avista Healthcare Partners, L.P., Brian Markison and James Schaub (together, the “Equity Purchasers”), pursuant to which the Company agreed to sell and issue to the Equity Purchasers, in a private placement (the “Private Placement”), 15,451,612 ordinary shares of the Company in the aggregate. Pursuant to the 2022 Share Subscription Agreements, the closing of the Private Placement occurred on August 8, 2022. Pursuant to the 2022 Share Subscription Agreements, the Company issued and sold, at a purchase price of $1.55 per ordinary share, (i) 6,451,612 ordinary shares to Athyrium Opportunities IV Co-Invest 2 LP; (ii) 8,000,000 ordinary shares to Avista Healthcare Partners, L.P.; (iii) 850,000 ordinary shares to Brian Markison; and (iv) 150,000 ordinary shares to James Schaub, for aggregate gross proceeds to the Company of approximately $24 million, before deducting offering expenses payable by the Company. The 2022 Share Subscription Agreements also provided the Equity Purchasers with certain registration rights, and, in August 2022, we filed a registration statement on Form S-3 with the SEC to register for resale the ordinary shares purchased by the Equity Purchasers in the Private Placement.