ELITE PHARMACEUTICALS, INC. (OTCMKTS:ELTP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
| Item 3.02 | Unregistered Sales of Equity Securities |
Lincoln Park Transaction.
On May 1, 2017, we entered into a purchase agreement (the
Purchase Agreement), together with a registration rights
agreement (the Registration Rights Agreement), with Lincoln Park
Capital Fund, LLC (Lincoln Park).
Under the terms and subject to the conditions of the Purchase
Agreement, we have the right to sell to and Lincoln Park is
obligated to purchase up to $40 million in shares of our common
stock (Common Stock), subject to certain limitations, from time
to time, over the 36-month period commencing on the date that a
registration statement, which we have agreed to file with the
Securities and Exchange Commission (the SEC) to the Registration
Rights Agreement, is declared effective by the SEC and a final
prospectus in connection therewith is filed. We may direct
Lincoln Park, at our sole discretion and subject to certain
conditions, to purchase up to 500,000 shares of Common Stock on
any business day, provided that at least one business day has
passed since the most recent purchase, increasing to up to
1,000,000 shares, depending upon the closing sale price of the
Common Stock (such purchases, Regular Purchases). However, in no
event shall a Regular Purchase be more than $1,000,000. The
purchase price of shares of Common Stock related to the future
funding will be based on the prevailing market prices of such
shares at the time of sales. In addition, we may direct Lincoln
Park to purchase additional amounts as accelerated purchases
under certain circumstances. Our sales of shares of Common Stock
to Lincoln Park under the Purchase Agreement are limited to no
more than the number of shares that would result in the
beneficial ownership by Lincoln Park and its affiliates, at any
single point in time, of more than 4.99% of the then outstanding
shares of Common Stock.
In connection with the Purchase Agreement, we issued to Lincoln
Park 5,540,550 shares of Common Stock and we are required to
issue up to 5,540,550 additional shares of Common Stock pro rata
as we require Lincoln Park to purchase our shares under the
Purchase Agreement over the term of the agreement. Lincoln Park
has represented to us, among other things, that it is an
accredited investor (as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the
Securities Act)). We sold the securities in reliance upon an
exemption from registration contained in Section 4(a)(2) under
the Securities Act. The securities sold may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.
The Purchase Agreement and the Registration Rights Agreement
contain customary representations, warranties, agreements and
conditions to completing future sale transactions,
indemnification rights and obligations of the parties. We have
the right to terminate the Purchase Agreement at any time, at no
cost or penalty. Actual sales of shares of Common Stock to
Lincoln Park under the Purchase Agreement will depend on a
variety of factors to be determined by us from time to time,
including, among others, market conditions, the trading price of
the Common Stock and determinations by us as to the appropriate
sources of funding for us and our operations. There are no
trading volume requirements or, other than the limitation on
beneficial ownership discussed above, restrictions under the
Purchase Agreement. Lincoln Park has no right to require any
sales by us, but is obligated to make purchases from us as we
direct in accordance with the Purchase Agreement. Lincoln Park
has covenanted not to cause or engage in any manner whatsoever,
any direct or indirect short selling or hedging of our shares.
The net proceeds received by us under the Purchase Agreement will
depend on the frequency and prices at which we sell shares of our
stock to Lincoln Park. We anticipate that any proceeds received
by us from such sales to Lincoln Park under the Purchase
Agreement will be used for research and product development,
general corporate purposes and working capital requirements.
The foregoing descriptions of the Purchase Agreements and the
Registration Rights Agreement are qualified in their entirety by
reference to the full text of the Purchase Agreement and the
Registration Rights Agreement, copies of which are attached
hereto as Exhibit 10.1 and 10.2, respectively, and each of which
is incorporated herein in its entirety by reference. The
representations, warranties and covenants contained in such
agreements were made only for purposes of such agreements and as
of specific dates, were solely for the benefit of the parties to
such agreements, and may be subject to limitations agreed upon by
the contracting parties, including being qualified by
confidential disclosures exchanged between the parties in
connection with execution of the agreements.
| Item 9.01. | Financial Statements and Exhibits. |
| (c) | Exhibits: |
| 10.1 | Common Stock Purchase Agreement, dated May 1, 2017 |
| 10.2 | Registration Rights Agreement, dated May 1, 2017 |
About ELITE PHARMACEUTICALS, INC. (OTCMKTS:ELTP)
Elite Pharmaceuticals, Inc. is a specialty pharmaceutical company. The Company is principally engaged in the development and manufacture of oral, controlled-release products. The Company develops and manufactures generic products, products using controlled-release drug technology, products utilizing abuse deterrent technologies, and it develops and markets generic controlled-release and abuse deterrent pharmaceutical products. Its segments include Abbreviated New Drug Applications (ANDA’s) for generic products and New Drug Applications (NDA’s) for branded products. The Company owns approximately six different approved ANDA’s. The Company’s product, SequestOx, is an immediate-release Oxycodone Hydrochloride containing sequestered Naltrexone, which incorporates five milligram, 10 milligram, 15 milligram, 20 milligram and 30 milligram doses of oxycodone into capsules. SequestOx is used for the management of moderate to severe pain where the use of an opioid analgesic is appropriate. ELITE PHARMACEUTICALS, INC. (OTCMKTS:ELTP) Recent Trading Information
ELITE PHARMACEUTICALS, INC. (OTCMKTS:ELTP) closed its last trading session up +0.019 at 0.185 with shares trading hands.