PSTV 8-K — Smart Summary

On June 17, 2025, Plus Therapeutics, Inc. entered into a Purchase Agreement and Registration Rights Agreement with Lincoln Park Capital Fund, LLC, under which Lincoln Park committed to purchase up to $50 million of the Company's common stock over a 36-month period. The securities are being issued in reliance on exemptions from Securities Act registration requirements under Section 4(a)(2) and Rule 506(b) of Regulation D. The Company intends to use proceeds for working capital, general corporate purposes, and potentially a Make-Whole Repayment obligation of approximately $17.3 million.

• On June 17, 2025, Plus Therapeutics, Inc. entered into a Purchase Agreement and a Registration Rights Agreement with Lincoln Park Capital Fund, LLC.
• Lincoln Park committed to purchase up to $50.0 million of the Company's common stock ($0.001 par value per share) over a 36-month period.
• The 36-month period commences once a registration statement (initially filed June 18, 2025 with the SEC) is declared effective and a final prospectus is filed.
• Regular Purchases: Company may direct Lincoln Park to purchase up to 300,000 shares per business day, provided closing sale price is not below $0.10; limit increases to 400,000 shares if closing price is not below $0.50, and to 500,000 shares if not below $0.75; single Regular Purchase capped at $1,000,000.
• Regular Purchase price = 97% of the lower of: (a) the lowest sale price on the purchase date, or (b) the arithmetic average of the three lowest closing sale prices during the 10 consecutive business days ending the day before the purchase date.
• Accelerated Purchases: Available on days when the maximum Regular Purchase is directed; capped at the lesser of 30% of aggregate shares traded during the Accelerated Purchase Measurement Period or 300% of shares in the corresponding Regular Purchase; price = 96.5% of the lower of VWAP during measurement period or closing sale price on the Accelerated Purchase Date.
• Additional Accelerated Purchases: May be submitted multiple times before 1:00 p.m. Eastern time on an Accelerated Purchase Date; capped at lesser of 30% of shares traded during the Additional Accelerated Purchase Measurement Period or 300% of Regular Purchase shares; price = 96.5% of the lower of VWAP or closing sale price on the Additional Accelerated Purchase Date.
• Exchange Cap: Company needs stockholder approval before issuing more than 10,194,593 shares (19.99% of shares outstanding immediately prior to execution), unless stockholder approval is obtained or the average sale price equals or exceeds $0.3576 per share.
• Commitment fees: Initial fee of $500,000 (in cash, stock, or combination) payable between July 1, 2025 and August 8, 2025; additional $500,000 fee triggered if Company sells over $25.0 million under the Purchase Agreement.
• Side Letter: On June 17, 2025, the Company entered into a Side Letter with certain holders of warrants issued March 4, 2025; holders agreed to return previously issued shares and pre-funded warrants; Company agreed to repay 115% of value of such securities using 90% of capital raised subsequent to July 1, 2025; total Make-Whole Repayment approximately $17.3 million.
• The Company agreed not to enter into any 'equity line of credit' or 'at the market' transactions with third parties for a defined period; Lincoln Park covenanted not to engage in short selling or hedging of Company shares.
• Company has the right to terminate the Purchase Agreement at any time at no cost or penalty; agreement automatically terminates upon bankruptcy proceedings.

• The information from Item 1.01 is incorporated by reference into Item 3.02.
• Lincoln Park represented that it is an 'accredited investor' as defined in Rule 501(a) of Regulation D under the Securities Act of 1933.
• The securities are being issued and sold in reliance on the exemption from registration requirements under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
• No specific additional share counts or dollar amounts are stated beyond those incorporated from Item 1.01 (up to $50.0 million of common stock).