On July 5, 2022, Adamis Pharmaceuticals Corporation, a Delaware corporation (the "Company"), reported that entered into a Securities Purchase Agreement (the "Purchase Agreement") with Lincoln Park Capital Fund, LLC (the "Investor" or the "Purchaser"), pursuant to which the Company issued on July 5, 2022 (the "Closing Date"), in a private placement transaction (the "Offering" or the "Transaction"), an aggregate of 3,000 shares (the "Shares") of Series C Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred"), together with warrants (the "Warrants") to purchase up to an aggregate of 750,000 shares (the "Warrant Shares") of common stock of the Company ("Common Stock") at an exercise price of $0.47 per share (subject to adjustment as provided in the Warrants, the "Exercise Price"), for an aggregate subscription amount equal to $300,000 (Filing, 8-K, Adamis Pharmaceuticals, JUL 5, 2022, View Source [SID1234616495]). The Warrant becomes exercisable commencing January 3, 2023, and has a term ending on January 5, 2028.
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The Company previously filed a preliminary proxy statement with the Securities and Exchange Commission (the "SEC" or the "Commission") relating to its upcoming 2022 annual meeting of stockholders (the "Meeting"). As disclosed in the preliminary proxy statement, one of the items to be considered by the Company’s stockholders at the Meeting is a proposal to adopt and approve a proposed amendment to the Company’s Restated Certificate of Incorporation and authorize the Board of Directors of the Company (the "Board"), in its sole discretion, to effect a reverse stock split of the outstanding shares of Common Stock at any time on or before December 31, 2022, at a reverse stock split ratio ranging from 1-for-2 to 1-for-15, as determined by the Board at a later date. The Purchase Agreement requires that the Company convene, no later than August 15, 2022 (assuming no review of the Company’s proxy statement by the Commission), an annual meeting or special meeting of stockholders for the purpose of presenting to the Company’s stockholders a proposal (the "Proposal") to approve a reverse stock split of its outstanding Common Stock (the "Reverse Stock Split"), with the recommendation of the Board that the Proposal be approved, and that the Company use reasonable best efforts to obtain approval of the Proposal.
Pursuant to the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of Delaware designating the rights, preferences and limitations of the Series C Preferred. The Certificate of Designation provides, among other things, that except as otherwise provided in the Certificate of Designation or as otherwise required by law, the Series C Preferred will have no voting rights (other than the right to vote as a class on certain matters as provided in the Certificate of Designation). However, pursuant to the Certificate of Designation, each share of Series C Preferred entitles the holder thereof (i) to vote on the Proposal and any proposal to adjourn any meeting of stockholders called for the purpose of voting on the Proposal, and (ii) to 1,000,000 votes per share of Series C Preferred on the Proposal and any such adjournment proposal. The Series C Preferred shall, except as required by law, vote together with the Common Stock (and other issued and outstanding shares of preferred stock entitled to vote), as a single class; provided, however, that such shares of Series C Preferred shall, to the extent cast on the Proposal or any such adjournment proposal, be automatically and without further action of the holders thereof voted in the same proportion as the shares of Common Stock (excluding any shares of Common Stock that are not voted) and any other issued and outstanding shares of preferred stock of the Company entitled to vote (other than the Series C Preferred or shares of such other preferred stock, if any, not voted) are voted on the Proposal. The Purchaser has agreed in the Purchase Agreement to vote the shares of Series C Preferred purchased in the Offering in favor of the Proposal, in the manner and to the extent set forth in the Certificate of Designation, in a manner that "mirrors" the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and any other issued and outstanding shares of preferred stock of the Company entitled to vote (excluding the Series C Preferred and shares of such other preferred stock, if any, not voted) are voted on the Proposal.