$CERE Form 8-K


Form 8-K for CERES, INC.


Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.The Company announced that on August 20, 2015 it entered into a securities purchase agreement with certain institutional investors providing for the purchase and sale of 1,598,478 shares of common stock at a price of $1.22 per share and warrants to purchase up to 1,198,859 shares of common stock at an effective price of $0.09375 per warrant with an exercise price of $1.22 per share (the “Offering”). The warrants will be exercisable six months following the closing date and will expire five years from the date they become exercisable.

The shares of common stock were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-204024), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on July 17, 2015. The warrants and shares issuable upon exercise of the warrants were offered in a concurrent private placement and have not been registered under the Securities Act of 1933, as amended. Ceres has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issuable upon exercise of the warrants.

The closing of the Offering is expected to take place on or about August 26, 2015, subject to the satisfaction of customary closing conditions.

On August 21, 2015, the Company issued a press release in connection with the Offering titled “Ceres Announces Pricing of $2.1 Million At-the-Market Registered Direct Offering and Private Placement.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.(d) Exhibits

Exhibit No. Description
99.1 Press release, dated August 21, 2015.


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