AmpliPhi Biosciences Corporation (APHB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On November 12, 2016, we entered into a settlement agreement with
NRM to settle the Action. to the settlement agreement, NRM has
agreed to dismiss with prejudice the Action upon receipt of a
cash payment of $2.0million, which payment will be made to NRM by
our insurance carrier on or before December3,2016.
The settlement agreement contains mutual releases covering all
claims that we or our affiliates, or NRM or its affiliates, have
or may have against the other party or such other partys
affiliates in connection with the Action or otherwise as of the
date of the settlement agreement.
The foregoing description of the settlement agreement is only a
summary and is qualified in its entirety by the terms of the
settlement agreement, a copy of which is attached to this report
as Exhibit 99.1.
| Item 8.01 | Other Events. |
Upon NRMs receipt of the settlement payment described under Item
1.01 of this report, our accrued dividends payment obligation to
NRM will be extinguished. We have agreed to repay our insurance
carrier an aggregate amount equal to the accrued dividends as
follows: $100,000 on December 3, 2016, approximately $204,800 on
January2, 2017, approximately $304,800 on April 3, 2017 and
approximately $304,800 on July3,2017.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
ExhibitNo. |
Description |
|
| 99.1 |
Settlement Agreement, dated as of November 12, 2016, by and between AmpliPhi Biosciences Corporation and NRM VII Holdings I, LLC. |
|
Forward Looking Statements
Statements in this report that are not statements of historical
fact are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, without limitation,
statements about future payments to be made and actions to be
taken in connection with our settlement agreement with NRM. Words
such as believe, anticipate, plan, expect, intend, will, may,
goal, potential and similar expressions are intended to identify
forward-looking statements, though not all forward-looking
statements necessarily contain these identifying words. These
forward-looking statements are based upon AmpliPhis current
expectations and involve a number of risks and uncertainties,
including the risks and uncertainties described in our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2016, as
filed with the Securities and Exchange Commission (SEC) and
subsequent filings with the SEC. Actual results and the timing of
events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this report. All forward-looking statements are qualified in
their entirety by this cautionary statement, and we undertake no
obligation to revise or update any forward-looking statements to
reflect events or circumstances after the date of this report.
About AmpliPhi Biosciences Corporation (APHB)
