ADAMIS PHARMACEUTICALS CORPORATION (NASDAQ:ADMP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
As previously reported, on July 29, 2016, Adamis Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement with certain investors to which the Company agreed, among other things, to sell an aggregate of 3,573,255 shares of Common Stock, and to issue warrants (the “2016 Warrants”) to purchase up to 3,573,255 shares of Common Stock, to such investors in a registered direct offering.
On July 20, 2017, the Company and certain holders of the 2016 Warrants agreed to reduce the exercise price of the 2016 Warrants held by such holders from $2.98 to $2.78 per share (the “Reduced Exercise Price”) in consideration for the exercise in full of the 2016 Warrants held by such holders. The Company entered into a Warrant Repricing Letter Agreement (the “Exercise Agreement”) with two holders of the 2016 Warrants (the “Exercising Holders”), which Exercising Holders own, in the aggregate, 2016 Warrants exercisable for 2,765,500 shares of Common Stock. to the Exercise Agreements, the Exercising Holders and the Company agreed that the Exercising Holders would exercise their 2016 Warrants with respect to all of the shares of Common Stock underlying such 2016 Warrants for the Reduced Exercise Price. If the exercise of the 2016 Warrants would cause the holder to exceed the 4.99% beneficial ownership limitations (“Beneficial Ownership Limitation”) (as defined in the 2016 Warrants), then the Company will only issue such number of shares to the holder as instructed by the holder and as would not cause such holder to exceed the maximum number of shares permitted under the Beneficial Ownership Limitation, with the balance of shares to be held in abeyance until the balance may be issued in compliance with such limitations.
The Company expects to receive aggregate gross proceeds of approximately $7,688,090 from the exercise of the 2016 Warrants by the Exercising Holders. The Company engaged Maxim Group LLC to advise the Company in connection with the Exercise Agreements. Maxim Group LLC will be entitled to a fee equal to $76,881.
The description of terms and conditions of the Exercise Agreements set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exercise Agreement, which is attached hereto as Exhibit 10.1.
| Item 3.03 | Material Modifications to Rights of Security Holders. |
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.03.
Adamis Pharmaceuticals Corp ExhibitEX-10.1 2 ex10-1.htm FORM OF WARRANT REPRICING LETTER AGREEMENT Adamis Pharmaceuticals Corporation – 8K Exhibit 10.1 July 19,…To view the full exhibit click here
About ADAMIS PHARMACEUTICALS CORPORATION (NASDAQ:ADMP)
Adamis Pharmaceuticals Corporation is a pharmaceutical company. The Company is engaged in the development of its specialty pharmaceutical products. The Company is developing various products in the allergy and respiratory markets, including a dry powder inhaler technology that it acquired from 3M Company (3M). The Company’s product portfolio includes specialty pharmaceutical products, such as Epinephrine pre-filled syringe (PFS), APC-5000 dry powder inhaler (DPI), APC-1000 and APC-2000, and biotechnology products, such as TeloB-VAX (vaccine), APC-100, APC-200 and APC-300. The Company’s lead product candidate, the Epinephrine Injection USP 1:1000 0.3 milligram Pre-filled Single Dose Syringe, or the Epinephrine PFS, is a pre-filled syringe designed to deliver a premeasured 0.3 milligrams dose of epinephrine for the treatment of anaphylaxis. The Company also has licensed vaccine technology called somatic transgene immunization (STI) technology.
