EX-5.1 5 ex-51wyrickopinionmar2023.htm EX-5.1 Document

Wyrick Robbins Yates & Ponton LLP
ATTORNEYS AT LAW
4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607
PO Drawer 17803, Raleigh, NC 27619
P: 919.781.4000 F: 919.781.4865 www.wyrick.com


wyricklogo.jpg                    

March 15, 2023


Board of Directors
9 Meters Biopharma, Inc.
4509 Creedmoor Road, Suite 201
Raleigh, NC 27612

Ladies and Gentlemen:

We have acted as counsel to 9 Meters Biopharma, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of (i) an aggregate of 1,300,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), (ii) warrants to purchase up to an aggregate of 6,250,000 shares of Common Stock (the “Common Warrants”), (iii) pre-funded warrants to purchase an aggregate of 1,825,000 shares of Common Stock (the “Pre-Funded Warrants”), (iv) placement agent warrants to purchase an aggregate of 187,500 shares of Common Stock (the “Placement Agent Warrants”, and together with the Common Warrants and Pre-Funded Warrants, the “Warrants”), and (v) shares of Common Stock issuable from time to time upon the exercise of the Warrants (the “Warrant Shares”), in each case pursuant to the registration statement on Form S-3 (File No. 333-249268), as filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as declared effective by the Commission on October 9, 2020 (the registration statement, as it may be amended from time to time, is herein referred to as the “Registration Statement”), together with the exhibits to the Registration Statement and the documents incorporated by reference therein and the related base prospectus (the “Base Prospectus”) which forms a part of and is included in the Registration Statement and the related prospectus supplement in the form filed on March 15, 2023 with the Commission pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the “Prospectus”).

The Shares, Common Warrants and Pre-Funded Warrants are to be sold pursuant to a Securities Purchase Agreement dated March 13, 2023 (the “Purchase Agreement”), by and among the Company and the investor signatory thereto, which has been filed as an exhibit to the Company’s Current Report on Form 8-K filed on March 15, 2023. The Placement Agent Warrants are to be sold pursuant to that certain engagement letter between the Company and H.C. Wainwright & Co., LLC dated February 20, 2023 (the “Engagement Letter”).

In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus, the Company’s Certificate of Incorporation and Bylaws in effect as of the date hereof, the Purchase Agreement, the Engagement Letter and such instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records,


Board of Directors
9 Meters Biopharma, Inc.
March 15, 2023
Page 2
documents, instruments and certificates we have reviewed; and (iv) the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

Based upon the foregoing, we are of the opinion that (i) the Shares, when issued and sold in accordance with the Purchase Agreement, the Registration Statement and the Prospectus, will be duly authorized, validly issued, fully paid and non-assessable; (ii) the Common Warrants and Pre-Funded Warrants, when issued and sold in accordance with the Purchase Agreement, the Registration Statement and the Prospectus, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance; (iii) the Placement Agent Warrants, when issued and sold in accordance with the Engagement Letter, the Registration Statement and the Prospectus, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance; and (iv) following the execution and delivery by the Company of the Warrants pursuant to the terms of the Purchase Agreement or Engagement Letter, as applicable, the exercise of the Warrants pursuant to their terms, receipt by the Company of the exercise price for the Warrant Shares, as specified in the Warrants, and the issuance by the Company of the Warrant Shares thereunder, including the book entry registration and issuance thereof by the Company’s transfer agent and registrar, the Warrant Shares will be validly issued, fully paid and nonassessable.

This opinion is limited to the Delaware General Corporation Law, including the statutory provisions of the Delaware General Corporate Law and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

We hereby consent to the use of our name wherever it appears in the Registration Statement and the Prospectus, and in any amendment or supplement thereto, the filing of this opinion as an exhibit to a current report on Form 8-K of the Company and the incorporation by reference of this opinion in the Registration Statement.

In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.

Sincerely,


/s/ Wyrick Robbins Yates & Ponton LLP