DELMAR PHARMACEUTICALS, INC. (NASDAQ:DMPI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On April 12, 2017, DelMar Pharmaceuticals, Inc. (the
Company) entered into a Securities Purchase
Agreement (the Purchase Agreement) with certain
institutional investors for the sale by the Company of shares of
the Companys common stock, par value $0.001 per share (the
Common Stock), in a registered direct offering.
Certain other investors provided orders for shares of the Common
Stock with the placement agent in lieu of entering the Purchase
Agreement. The investors in this offering have agreed to
purchase, and the Company has agreed to sell, an aggregate of
2,769,232 shares of the Common Stock and warrants to purchase an
aggregate of 2,076,924 shares of Common Stock (the
Warrants), at a purchase price of $3.25 per
share and related warrant. Subject to certain ownership
limitations, the Warrants will be exercisable commencing on the
issuance date at an exercise price equal to $3.50 per whole share
of Common Stock, subject to adjustments as provided under the
terms of the Warrants. The Warrants are exercisable for five
years from the date of issuance. The aggregate gross proceeds for
the sale of the shares of Common Stock and Warrants will be
approximately $9,000,000.The closing of the sales of the shares
of Common Stock and Warrants is expected to occur on April 18,
2017 and is subject to customary closing conditions.
Rodman Renshaw, a unit of H.C. Wainwright Co, LLC. (the
Placement Agent), acted as the exclusive
placement agent in connection with the offering.
The net proceeds to the Company from the transaction, after
deducting the placement agents fees and expenses (not including
the Placement Agent Warrants, as defined below), the Companys
estimated offering expenses, and excluding the proceeds, if any,
from the exercise of the Warrants, are expected to be
approximately $8,000,000. The Company intends to use the net
proceeds from the transactions for general corporate purposes,
which may include working capital, capital expenditures, research
and development and other commercial expenditures.
The securities sold in the offering were offered and sold by the
Company to an effective shelf registration statement on FormS-3,
which was filed with the Securities and Exchange Commission (the
SEC) on September 13, 2016 and subsequently
declared effective on September 27, 2016 (File No.333-213601)
(the Registration Statement), and the base
prospectus dated as of September27, 2016 contained therein. The
Company will file a prospectus supplement with the SEC in
connection with the sale of the securities.
The representations, warranties and covenants contained in the
Purchase Agreement were made solely for the benefit of the
parties to the Purchase Agreement. In addition, such
representations, warranties and covenants (i)are intended as a
way of allocating the risk between the parties to the Purchase
Agreement and not as statements of fact, and (ii)may apply
standards of materiality in a way that is different from what may
be viewed as material by stockholders of, or other investors in,
the Company. Accordingly, the Purchase Agreement is included with
this filing only to provide investors with information regarding
the terms of transaction, and not to provide investors with any
other factual information regarding the Company. Stockholders
should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company or any of its
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in public
disclosures.
The Company also entered into an exclusive engagement letter, as
amended (the Engagement Letter) with the
Placement Agent.The engagement letter expires April 20, 2017.The
Company has agreed to pay the Placement Agent an aggregate fee
equal to 7% of the aggregate gross proceeds received by the
Company from the sale of the shares of Common Stock and Warrants
in the transactions plus a management fee equal to 1% of the
gross proceeds from the offering. to the Engagement Letter, the
Company also agreed to grant to the Placement Agent, or its
designees, warrants to purchase that number of shares of Common
Stock equal to 5% of the aggregate number of shares of Common
Stock placed in this offering (but not with respect to any shares
of common stock issuable upon exercise of Warrants issued in this
offering) at an exercise price of $4.06 per share (the
Placement Agent Warrants). Other than the
exercise price, the Placement Agent Warrants will be identical to
the Warrants offered to investors, and the Placement Agent
Warrants will be restricted from transfer for 180 days to FINRA
Rule 5110(g). The Engagement Letter provides for a tail period
and right of first refusal period for up to nine months,
indemnity and other customary provisions for transactions of this
nature.
|
– – |
The forms of the Purchase Agreement and the Warrant, as well as
the Engagement Letter, Amendment No. 1 to the Engagement Letter
and Amendment No. 2 to the Engagement Letter are filed as
Exhibits 10.1, 4.1 and 10.2, 10.3 and 10.4, respectively, to this
Current Report on Form8-K. The foregoing summaries of the terms
of these documents are subject to, and qualified in their
entirety by, such documents, which are incorporated herein by
reference.
A copy of the opinion of Fennemore Craig, P.C. relating to the
legality of the securities offered by us is attached as Exhibit
5.1 hereto.
| Item 3.02 | Unregistered Sale of Equity Securities. |
Reference is made to the disclosure set forth in Item 1.01 above
as to the Placement Agent Warrants. The Placement Agent Warrants
and the shares issuable upon exercise of the Placement Agent
Warrants will be issued in reliance on the exemption from
registration provided by Section4(a)(2)of the Securities Act as
transactions not involving a public offering and in reliance on
similar exemptions under applicable state laws.
| Item7.01 | Regulation FD Disclosure. |
On April 12, 2017, the Company issued a press release announcing
the proposed offering. On April 13, 2017, the Company issued a
press release announcing the pricing of the offering. Copies of
the press releases are attached hereto as Exhibits 99.1 and 99.2,
respectively, and incorporated herein by reference.
Forward-Looking Statements
Certain of the foregoing statements are forward-looking
statements that involve a number of risks and uncertainties,
including statements relating to expectations regarding the
completion of the Offering. Such forward-looking statements are
within the meaning of that term in Section27A of the Securities
Act of 1933 and Section21E of the Securities Exchange Act of
1934. Reference is made to the Companys filings under the
Securities Exchange Act for additional factors that could cause
actual results to differ materially, including the Risk Factors
described in the Form 10-K for the fiscal year ended June 30,
2016. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise. Readers are cautioned
that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that
actual results may differ materially from those indicated in the
forward-looking statements as a result of various factors.
Readers are cautioned not to place undue reliance on these
forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 4.1 | Form of Warrant | |
| 5.1 | Opinion of Fennemore Craig, P.C. | |
| 10.1 |
Form ofPurchase Agreement, dated as of April 12, 2017 among DelMar Pharmaceuticals, Inc. and the purchasers thereunder |
|
| 10.2 |
Engagement Letter, dated January 24, 2017 between DelMar Pharmaceuticals, Inc. and Rodman Renshaw, a unit of H.C. Wainwright Co., LLC. |
|
| 10.3 |
Amendment No. 1, dated February 21, 2017 between DelMar Pharmaceuticals, Inc. and Rodman Renshaw, a unit of H.C. Wainwright Co., LLC. |
|
| 10.4 |
Amendment No. 2, dated April 4, 2017 between DelMar Pharmaceuticals, Inc. and Rodman Renshaw, a unit of H.C. Wainwright Co., LLC. |
|
| 23.1 | Consent of Fennemore Craig, P.C. (included in Exhibit 5.1) | |
| 99.1 |
Press release of DelMar Pharmaceuticals, Inc. issued April 12, 2017 |
|
| 99.2 |
Press release of DelMar Pharmaceuticals, Inc. issued April 13, 2017 |
|
|
– – |
About DELMAR PHARMACEUTICALS, INC. (NASDAQ:DMPI)
DelMar Pharmaceuticals, Inc. is a clinical-stage drug development company. The Company focuses on the treatment of cancer. The Company is engaged in conducting clinical trials in the United States with its product candidate, VAL-083, as a treatment for glioblastoma multiforme (GBM), a form of brain cancer. VAL-083 is being evaluated in a Phase II clinical trial for the treatment of refractory GBM. In addition to its clinical development activities in the United States, the Company has obtained certain commercial rights to VAL-083 in China where it is approved as a chemotherapy for the treatment of chronic myelogenous leukemia (CML) and lung cancer. Its drug discovery research focuses on identifying validated clinical and commercial-stage compounds, and establishing a scientific rationale for development in orphan drug indications. VAL-083 is an alkylating agent, which crosses the blood-brain-barrier (BBB). DELMAR PHARMACEUTICALS, INC. (NASDAQ:DMPI) Recent Trading Information
DELMAR PHARMACEUTICALS, INC. (NASDAQ:DMPI) closed its last trading session down -1.02 at 3.04 with shares trading hands.