DANDRIT BIOTECH USA, INC. (OTCBB:DDRT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
See Item 3.02 below.
Item 3.02 Unregistered Sales of Equity
Securities.
On May 1, 2017 (the Closing Date), Dandrit Biotechnology
USA, Inc., a Delaware corporation (the Company) completed
a private placement offering of units, with each unit consisting
of one share of the Companys common stock, par value $0.0001 per
share (Common Stock) and two warrants (each, a
Warrant) to purchase one share of Common Stock at a strike
price of $1.30 per share (each, a Unit), for $1.30 per
Unit. In total, the Company issued and sold 2,700,000 shares of
Common Stock and Warrants to acquire 5,400,000 shares of Common
Stock for total proceeds to the Company of $3,510,000.
Immediately prior to the closing of the private placement, the
Company had 9,733,290 shares of Common Stock issued and
outstanding (including 185,053 shares of common stock reserved
for issuance but deemed issued and outstanding for accounting
purposes), and after the issuance of 2,700,000 shares of Common
Stock in the private placement, or 27.74% of the total Common
Stock issued and outstanding immediately prior to the closing of
the private placement, the Company has 12,433,290 shares issued
and outstanding as of the date of this Report. The private
placement was completed to Rule 506 of Regulation D and/or
Regulation S of the Securities Act.
In connection with the private placement, each investor executed
a subscription agreement in the form of Exhibit 10.1 attached
hereto. Each subscription agreement contains customary
representations and warranties of the Company and of each
investor, including that all investors purchasing Units to Rule
506 of Regulation D are accredited investors as defined by Rule
501 of Regulation D and all investors purchasing Units to
Regulation S are not U.S. persons as defined by Rule 902 of
Regulation S. The Warrants are freely exercisable, in whole or in
part at any time until the fifth anniversary of the date of
issuance, and the form of Warrant is attached hereto as Exhibit
10.2. The private placement was made directly by the Company and
no underwriter or placement agent was engaged by the Company.
The foregoing descriptions of the private placement does not
purport to be complete, and is qualified in its entirety by
reference to the form of subscription agreement attached hereto
as Exhibit 10.1, and the form of Warrant attached hereto as
Exhibit 10.2, each of which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| (a) | Not applicable. | |
| (b) | Not applicable. | |
| (c) | Not applicable. | |
| (d) | Exhibits: |
| EXHIBIT NO. | DESCRIPTION | LOCATION | |||
| 10.1 | Form of Subscription Agreement | Provided herewith | |||
| 10.2 | Form of Warrant | Provided herewith |
About DANDRIT BIOTECH USA, INC. (OTCBB:DDRT)
DanDrit Biotech USA, Inc. is a biotechnology company. The Company focuses on developing vaccine against colorectal cancer. The Company has developed various vaccines that are used in various clinical trials in Europe and Asia, including MelCancerVac (MCV) for treatment of cancer (one phase I/II trial in Denmark and two phase II trials in Denmark and Singapore), Tolerogenic (producing immunologic tolerance) dendritic cell (TDC) (pre-clinical stage in Denmark), and Melvaccine (MV), a melanoma cell lysate used as standalone vaccine (pre-clinical state in Denmark). The Company offers MCV platform technology, which is a cellular immunotherapy for treatment of cancer. As of June 30, 2016, the Company’s platform technology consists of two arms: autologous dendritic cells obtained by the activation of patient-derived monocytes, and lysate from melanoma-derived cell line expressing a range of cancer/testis antigens, including the melanoma-associated antigen (MAGE)-A family. DANDRIT BIOTECH USA, INC. (OTCBB:DDRT) Recent Trading Information
DANDRIT BIOTECH USA, INC. (OTCBB:DDRT) closed its last trading session up +0.30 at 1.45 with 6,915 shares trading hands.