UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01     Entry into a Material Definitive Agreement.

Sun BioPharma, Inc. (the “Company”) entered into securities purchase agreements with certain investors on May 22, 2020 and June 5, 2020. As a result of the June 5, 2020 closing, the Company had sold an aggregate of (i) 176,250 shares of its common stock (the “Shares”) and (ii) warrants to purchase up to 176,250 additional shares of common stock (the “Warrants”) pursuant to the purchase agreements for total gross proceeds of $705,000. The Warrants are exercisable for a period of five years from the date of issuance at an initial exercise price of $6.00 per share. The exercise price of the Warrants and the number of the shares issuable upon exercise of the Warrants are subject to customary adjustments prior to exercise upon the occurrence of certain events affecting all outstanding shares of common stock.

The Shares and Warrants were issued in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) to a limited number of persons who were “accredited investors,” as defined in Rule 501 of Regulation D of the SEC, without the use of any general solicitations or advertising to market or otherwise offer the securities for sale. None of the Shares, Warrants or shares of common stock issued upon exercise of the Warrants have been registered under the Securities Act or applicable state securities laws and none may be offered or sold in the United States absent registration under the Securities Act, or an exemption from such registration requirements. Neither this current report on Form 8-K nor any exhibit attached hereto shall constitute an offer to sell or the solicitation of an offer to buy the Shares, the Warrants or any other securities of the Company.

The foregoing descriptions of the purchase agreements and Warrants are qualified by reference to the full text of the form of purchase agreement and form of Warrant, which are filed as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K and are incorporated herein by reference.

Item 3.02     Unregistered Sales of Equity Securities.

The disclosure regarding the issuance of the Shares and Warrants in Item 1.01 above is incorporated into this Item 3.02 by reference.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.