ARDS Aridis Pharmaceuticals Inc

Item 1.01 Entry into a Material Definitive Agreement.

On December 7, 2022, Aridis Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Cystic Fibrosis Foundation (The “CF Foundation”), pursuant to which the Company agreed to offer, issue and sell to the CF Foundation in a private placement (the “PIPE”) 5,168,732 shares (the “Common Shares”) of common stock, par value $0.0001 (the “Common Stock”) for a purchase price of $0.938 per share for aggregate gross proceeds of approximately $4.85 million. In connection with the PIPE, the CF Foundation has agreed not to sell or transfer any of the Common Shares, subject to certain customary exceptions, for a period of six (6) months from the closing date of the PIPE.

The Common Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, other obligations of the parties and termination provisions.

The foregoing summaries of the offering, the securities to be issued in connection therewith, the Purchase Agreement and the Common Shares do not purport to be complete and are qualified in their entirety by reference to the form of Purchase Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.