Liquidia Corporation

09/12/2024 | Press release | Distributed by Public on 09/12/2024 14:02

Material Event Form 8 K

Item 3.02 Unregistered Sale of Equity Securities

As previously reported, on September 10, 2024, Liquidia Corporation, a Delaware corporation (the "Company"), entered into a common stock purchase agreement (the "Purchase Agreement") with funds managed by Caligan Partners LP (collectively, the "Purchasers"), a fund controlled by David Johnson, a director of the Company in connection with the previously announced private sale of 1,123,595 unregistered shares (the "Private Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), in a private placement at a purchase price of $8.90 per share for an aggregate investment amount of approximately $10.0 million (the "Private Placement"). As previously reported, in connection with the Private Placement, on September 10, 2024, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Purchasers. The Private Placement closed on September 12, 2024.

The issuance of the Private Shares in the Private Placement described above was made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506 of Regulation D under the Securities Act.