IMPRIMIS PHARMACEUTICALS, INC. (NASDAQ:IMMY) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On December 27, 2016, Imprimis Pharmaceuticals, Inc. (the
Company) entered into a third amendment (the Amendment) to the
Loan and Security Agreement dated May 11, 2015, and previously
amended on October 20, 2015 and again on January 22, 2016, (the
Loan Agreement) with IMMY Funding LLC, an affiliate of Life
Sciences Alternative Funding LLC (the Lender), as lender and
collateral agent. Concurrently with entering into and related to
the Amendment, the Company and the Lender also entered into an
Exchange and Discharge Agreement (the Exchange Agreement). The
Amendment and Exchange Agreement, among other things, primarily
allowed for the Company and the Lender to exchange a $3,000,000
principal balance convertible note dated January 22, 2016 issued
by the Company to the Lender (the Convertible Note), for a
$3,000,000 term loan (the Term B Loan). The Term B Loan was
issued in exchange for, and not funded separately, cancellation
and discharge of all indebtedness related to the Convertible
Note. Terms, conditions and security interests of the Term B Loan
are substantially equal to those of the Loan Agreement. The
Amendment also amended certain terms and definitions associated
with prepayment, payment schedule, amortization periods and
defined the outstanding principal amounts due to the Lender under
the Loan Agreement and Term B Loan (collectively, the Note),
including any interest that has been paid in kind of the
principal balance, in aggregate, as $13,332,255. No other amounts
are due to the Lender.

Consistent with past obligations to the Lender, to the terms of
the Amendment and Loan Agreement, the Company is bound by certain
negative covenants setting forth actions that the Company may not
take while the Note is outstanding without the consent of the
noteholder, including, among others, disposing of certain of the
Companys or its subsidiaries business or property, incurring
certain additional indebtedness, entering into certain merger,
acquisition or change of control transactions, paying certain
dividends or distributions on or repurchasing any of the Companys
capital stock, or incurring any lien or other encumbrance on the
Companys or its subsidiaries assets, subject to certain permitted
exceptions. Upon the occurrence of an event of default under the
Note (subject to cure periods for certain events of default), all
amounts owed by the Company thereunder may be declared
immediately due and payable by the noteholder. Events of default
include, among others, the following: the occurrence of certain
bankruptcy events; the failure to make payments under the Note
when due;; the occurrence of a material adverse change in the
business, operations or condition of the Company or any of its
subsidiaries; the breach by the Company or its subsidiaries of
certain of their material agreements with third parties; the
initiation of certain regulatory enforcement actions against the
Company or its subsidiaries; the rendering of certain types of
fines or judgments against the Company or its subsidiaries; and,
the occurrence of any event of default under the Loan Agreement.

The Companys obligations under the Note are guaranteed on a
secured basis by its wholly owned subsidiaries, ImprimisRx NJ,
LLC, ImprimisRx CA, Inc., ImprimisRx PA, Inc., Imprimis NJOF,
LLC, and ImprimisRx TX, Inc. Each of the Company and its
subsidiaries has granted the Lender a security interest in
substantially all of its personal property, rights and assets,
including intellectual property rights and equity ownership, to
secure the payment of all amounts owed under the Note.

Additionally, the Company and the Lender entered into an
amendment (the Warrant Amendment) to the warrant to purchase up
to 125,000 shares of Common Stock that was issued to the Lender
on May 11, 2015, and previously amended on January 22, 2016, in
connection with the Loan Agreement (as so amended, the Warrant).
The Warrant Amendment modifies the terms of the Warrant in order
to reduce the exercise price thereof to $1.79.

The foregoing is only a brief description of the Amendment, the
Exchange Agreement and the Warrant Amendment, does not purport to
be a complete description of the rights and obligations of the
parties thereunder and is qualified in its entirety by reference
to the full text of the documents, which are filed as Exhibits
10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are
incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The description regarding the Loan Agreement set forth under Item
1.01 of this Current Report on Form 8-K is incorporated into this
Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity
Securities.

The description regarding the Warrant set forth under Item 1.01
of this Current Report on Form 8-K is incorporated into this Item
3.02 by reference.

The offer, sale and issuance of the Warrant and the shares of the
Companys common stock to be issued upon the exercise thereof
(collectively, the Securities) have not been registered under the
Securities Act of 1933, as amended (the Securities Act). The
Securities have been and will be sold and issued in reliance upon
the exemption from registration afforded by Section 4(a)(2) of
the Securities Act. The Securities may not be offered or sold in
the United States absent registration under or exemption from the
Securities Act and any applicable state securities laws. This
Current Report on Form 8-K is not an offer to sell or the
solicitation of an offer to buy the Securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

About IMPRIMIS PHARMACEUTICALS, INC. (NASDAQ:IMMY)

Imprimis Pharmaceuticals, Inc. (Imprimis) is engaged in the development, production and dispensing of compounded pharmaceuticals. The Company operates through the business of developing drug therapies and providing such therapies through sterile and non-sterile pharmaceutical compounding services segment. The Company, through its Imprimis Cares program, owns, markets and dispenses a portfolio of compounded therapeutic in several therapeutic areas, including ophthalmology, urology, otolaryngology and infectious diseases. The Company is also developing Custom Compounding Choice business, which is focused on developing and dispensing a portfolio of non-proprietary compounded drugs for humans and animals in therapeutic areas that may be overlooked by commercial pharmaceutical companies. The Company also offers customizable compounding products that consist of sterile injectable and non-sterile integrative medicine therapies that are used in various therapeutic areas.

IMPRIMIS PHARMACEUTICALS, INC. (NASDAQ:IMMY) Recent Trading Information

IMPRIMIS PHARMACEUTICALS, INC. (NASDAQ:IMMY) closed its last trading session down -0.04 at 2.40 with 225,119 shares trading hands.