ADAMIS PHARMACEUTICALS CORPORATION (NASDAQ:ADMP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
As previously reported, on August19, 2014, Adamis Pharmaceuticals Corporation (the “Company”) entered into a purchase agreement (the “2014 Agreement”) and a registration rights agreement, to which it issued 1,418,439 shares of Series A Convertible Preferred Stock and warrants (the “2014 Warrants”) to purchase up to 1,418,439 shares of Common Stock. The exercise price of the 2014 Warrants was $3.40 per share. The purchasers included a small number of institutional investors.
Also as previously reported, on July 11, 2016, the Company entered into a purchase agreement (the “2016 Purchase Agreement”) and a registration rights agreement, with a small number of institutional and sophisticated investors to which it issued 1,724,137 shares of Series A-2 Convertible Preferred Stock and warrants (“2016 Warrants”) to purchase up to 1,724,137 shares of Common Stock or Series A-2 Preferred. The exercise price of the 2016 Warrants was $2.90 per share.
On August 18, 2017, the Company and certain holders of the 2014 Warrants and 2016 Warrants (the “Holders”) agreed to reduce the exercise price of the 2014 Warrants held by such Holders from $3.40 to $3.20 per share, and the exercise price of the 2016 Warrants held by such Holders from $2.90 to $2.70 per share (collectively, the “Reduced Exercise Price” and all such warrants referred to as the “Reprice Warrants”) in consideration for the exercise in full of the remaining 2014 Warrants and 2016 Warrants held by such Holders to acquire shares of Common Stock. The Company entered into a warrant repricing letter agreement (the “Exercise Agreement”) with each of the Holders of the Reprice Warrants (the “Exercising Holders”), which Exercising Holders own, in the aggregate, 2014 Warrants to purchase a total of 880,672 shares and 2016 Warrants to purchase a total of 1,154,976 shares. to the Exercise Agreements, the Exercising Holders and the Company agreed that the Exercising Holders would exercise their 2014 Warrants and 2016 Warrants with respect to all of the shares of Common Stock underlying such 2014 Warrants and 2016 Warrants for the Reduced Exercise Price. If the exercise of the Reprice Warrants would cause the Holder to exceed the 4.99% or 9.99% beneficial ownership limitations (“Beneficial Ownership Limitation”) (as defined in the 2014 Warrants and 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 $5,936,000 from the exercise of the 2014 Warrants and 2016 Warrants by the Exercising Holders. After the full exercise of the 2014 Warrants and 2016 Warrants by the Exercising Holders, no 2014 Warrants will be outstanding, and 2016 Warrants to purchase approximately 192,414 shares will remain outstanding.
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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 Form of Warrant Repricing Letter Agreement
Adamis Pharmaceuticals Corp ExhibitEX-10.1 2 ex10-1.htm FORM OF WARRANT REPRICING LETTER AGREEMENT Adamis Pharmaceuticals Corporation 8-K Exhibit 10.1 August 18,…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.