☐	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))

Private Placement Offering

On August 4, 2026, Grace Therapeutics, Inc. (the “Company”), in connection with a private placement offering (the “Offering”) of the Company’s common stock, par value $0.0001 (the “Common Stock”), entered into with certain institutional and accredited investors (the “Investors”) (i) a securities purchase agreement (the “Purchase Agreement”), and (ii) a registration rights agreement (the “Registration Rights Agreement”).

Pursuant to the Purchase Agreement, the Company offered and sold in the Offering an aggregate of 4,761,904 shares of Common Stock (the “Shares”) at a purchase price of $2.10 per share.

Craig-Hallum Capital Group LLC acted as placement agent for the Offering. The Company has agreed to pay the placement agent customary placement fees in its capacity as placement agent in the Offering.

The gross proceeds to the Company from the Offering were approximately $10 million, before deducting placement agent fees and other offering expenses. The Offering closed on August 6, 2026 (the “Closing Date”).

Pursuant to the terms of the Registration Rights Agreement, the Company has agreed to register for resale the Shares. The Company has agreed to use reasonable best efforts to cause the registration statement covering the resale of the Shares to be declared effective as promptly as possible after the filing thereof, but no later than the earlier of (a) the 60th calendar day following the initial filing date of the initial registration statement if the Securities and Exchange Commission (the “SEC”) notifies the Company that it will “review” the initial registration statement and (b) the fifth business day after the date the Company is notified by the SEC that the initial registration statement will not be “reviewed” or will not be subject to further review. The Company also agreed to use reasonable best efforts to keep such registration statement effective until the earlier of the date the Shares covered by such registration statement have been sold or may be resold pursuant to Rule 144 without restriction. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Shares.

Pursuant to the terms of the Purchase Agreement, the Company may not, subject to certain exceptions, until the later of (a) 90 days from the Closing Date and (b) 30 days after the effective date of the registration statement filed pursuant to the Registration Rights Agreement, (i) issue shares of Common Stock or Common Stock equivalents, (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or (iii) file with the SEC a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to any shares of Common Stock or Common Stock equivalents, except pursuant to the terms of the Registration Rights Agreement.

The Shares were sold and issued without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the Form of Purchase Agreement and the Form of Registration Rights Agreement, which are attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated by reference into this Item 1.01.

The disclosures in Item 1.01 of this Current Report on Form 8-K regarding the Offering are incorporated by reference into this Item 3.02.

 

(d) Exhibits

SIGNATURES

 

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

 

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