PSTV 8-K: Smart Summary
97% reductionOn June 1, 2026, Plus Therapeutics, Inc. entered into an Equity Distribution Agreement with Canaccord Genuity LLC to sell up to $17,350,000 of common stock in an at-the-market offering, with Canaccord Genuity acting as sales agent on a commercially reasonable efforts basis.
Item 1.01: Entry into a Material Definitive Agreement
Agreements
- Equity Distribution Agreement — Plus Therapeutics, Inc. (Company) and Canaccord Genuity LLC (Agent); effective June 1, 2026; at-the-market offering of common stock, par value $0.001 per share, with aggregate offering price of up to $17,350,000; sales may be made by any method permitted by law as an 'at the market offering' under Rule 415(a)(4), including directly on or through the Nasdaq Capital Market; the Company has no obligation to sell any Shares and may suspend sales at any time; duration is until the earlier of sale of all Shares, termination of the agreement by either party, or three years after the Registration Statement is first declared effective
Conditions
- Registration Statement Effectiveness — Sales of Shares are subject to the Registration Statement on Form S-3 (File No. 333-296411), filed with the SEC on June 2, 2026, being declared effective and other customary conditions
- Form S-3 Limitations — Aggregate market value of Shares eligible for sale is subject to General Instruction I.B.6 of Form S-3; aggregate market value of securities sold pursuant to General Instruction I.B.6 during the 12-month period prior to and including the sale may be no more than one-third of the aggregate market value of voting and non-voting common equity held by non-affiliates
- No Stop Order — No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for such purpose shall have been initiated or threatened
- FINRA No-Objection — The Financial Industry Regulatory Authority, Inc. shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements
- Representation Certificates and Opinions — Prior to the first Placement Notice and on each applicable Representation Date, the Company must deliver counsel opinions from Sullivan & Worcester LLP, comfort letters from BDO USA, P.C. and CBIZ CPAs P.C., and a Representation Certificate signed by the CEO and CFO/CAO
- Nasdaq Listing — Shares must remain listed on the Nasdaq Capital Market under trading symbol 'PSTV'
- No Material Adverse Changes — No material adverse changes, stop orders, suspension of qualification, or material misstatements or omissions in the Registration Statement or Prospectus shall have occurred
Financial Impact
- Agent Commission — 3.0% of gross proceeds from the sale of Shares by the Agent
- Counsel Expense Reimbursement (upfront) — Company agrees to reimburse Agent's reasonable documented out-of-pocket expenses, including fees and disbursements of counsel, in the amount of $75,000 upon execution of the Agreement
- Counsel Expense Reimbursement (ongoing) — Company agrees to reimburse Agent's counsel fees in an aggregate amount not exceeding $10,000 incurred on a quarterly basis after the date of the Agreement (solely for any quarter that includes a Representation Date for which no Waiver is applicable)
- Maximum Offering Size — Aggregate offering price of up to $17,350,000, subject to limitations of General Instruction I.B.6 of Form S-3
- Use of Proceeds — Net proceeds intended for general corporate purposes and working capital
- Settlement — Net proceeds delivered by wire transfer of same-day funds by the end of the first full Trading Day following the date on which Shares are sold
§ MORE SUMMARIES
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