Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On August 19, 2021, Vitality Biopharma, Inc. (the "Company") entered into a
securities purchase agreement (the "Securities Purchase Agreement") with the
purchaser identified therein (the "Purchaser") providing for the issuance and
sale by the Company to the Purchaser of a number of shares of the Company's
common stock having an aggregate value of up to $5,000,000 (collectively, the
"Shares"), and warrants to purchase up to an equal number of shares of the
Company's common stock (each a "Warrant" and collectively the "Warrants"). The
purchase and sale of the Shares and Warrants are subject to the effectiveness of
a registration statement to be filed by the Company with the Securities and
Exchange Commission within 15 business days of the date of the Securities
In its sole discretion and subject to the funding conditions set forth in the
Securities Purchase Agreement, the Company may submit, from time to time,
notices obligating the Purchaser to purchase Shares with a value of up to
$250,000 until the financing arrangement expires on December 31, 2022 or the
Purchaser has purchased the $5,000,000 of Shares pursuant to the Securities
Purchase Agreement. The price at which the Purchaser is obligated to purchase
the Shares is equal to 85% of the lowest daily volume weighted average price
("VWAP") during the five (5) trading days prior the third (3rd) business day
following the Company's submission of the purchase notice (the "Pricing Date").
The Purchaser shall limit its purchases of Shares, if upon closing of a purchase
notice, the Purchaser would beneficially own more than 9.99% of the Company's
For each Share sold to the Purchaser under the Securities Purchase Agreement,
the Company will issue a Warrant to purchase another Share at a price equal to
115% of the lowest daily VWAP during the five (5) trading days prior to the
Pricing Date. Each Warrant is immediately exercisable upon issuance and expires
on the five-year anniversary of the date of issuance. The exercise price of the
Warrants is subject to adjustment for stock dividends and splits and similar
transactions, subsequent rights offerings and pro rata distributions to the
Company's common stockholders. The Purchaser shall limit its exercise of
Warrants, if upon exercise, the holder or any of its affiliates would
beneficially own more than 4.99% of the Company's common stock.
The foregoing description of the Securities Purchase Agreement and Warrants does
not purport to be complete and is qualified in its entirety by reference to the
full text of each document.
Item 8.01 Other Events.
On August 20, 2021, the Company issued a press release announcing the financing
arrangement described in Item 1.01 hereof.
The foregoing description of the press release does not purport to be complete
and is qualified in its entirety by reference to the full text of the document.
A copy of the press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated August 20, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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