ELITE PHARMACEUTICALS, INC. (OTCMKTS:ELTP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On April 28, 2017, we entered into an exchange agreement (the
Exchange Agreement) with Nasrat Hakim, our Chief Executive
Officer, to which we issued to Mr. Hakim 23.0344 shares of our
newly designated Series J Convertible Preferred Stock (Series J
Preferred) and Warrants to purchase an aggregate of 79,008,661
shares of our Common Stock (the Warrants and, along with the
Series J Preferred issued to Mr. Hakim, the Securities) in
exchange for 158,017,321 shares of our common stock owned by Mr.
Hakim.
The exchange was conducted to the exemption from registration
provided by Section 3(a)(9) of the Securities Act of 1933, as
amended (the Securities Act).
Series J Preferred
Each share of Series J Preferred has a stated value of $1,000,000
(the Stated Value). Commencing on the earlier of three years from
the date of issuance of the Series J Preferred or the date that
Shareholder Approval of an increase in authorized shares is
obtained and the requisite corporate action has been effected,
each share of Series J Preferred is convertible into shares of
Company Common Stock at a rate calculated by dividing the Stated
Value by $0.1521 (the Conversion Price) (prior to any adjustment,
6,574,622 shares of Common Stock per whole share of Series J
Preferred). At present, there is not a sufficient number of
authorized but unissued or unreserved shares of Common Stock to
permit full conversion of the Securities (the Authorized Share
Deficiency). Accordingly, the Series J Preferred will not be
convertible to the extent that there are not a sufficient number
of shares available for issuance upon conversion unless and until
Shareholder Approval has been obtained and the requisite
corporate action has been effected. Subject to certain
exceptions, the Conversion Price is subject to adjustment for any
issuances or deemed issuances of common stock or common stock
equivalents at an effective price below the then Conversion
Price. The Conversion price also is adjustable upon the happening
of certain customary events such as stock dividends and splits,
pro rata distributions and fundamental transactions.
Holders of Series J Preferred vote, along with the holders of
Common Stock, on any matter presented to the shareholders. Each
holder of Series J Preferred is entitled to cast the number of
votes equal to the number of whole shares of Common Stock into
which the shares of Series J Preferred held by such holder are
convertible regardless of whether an Authorized Share Deficiency
Exists.
The Series J Preferred ranks senior to the Common Stock with
respect to the payment of dividends. So long as any shares of
Series J Preferred remain outstanding, the Company cannot
declare, pay or set aside any dividends on shares of any other of
its capital stock, unless the holders receive, a dividend on each
outstanding share of Series J Preferred in an amount equal to the
dividend the holders would have been entitled to receive upon
conversion, in full, of the shares of Series J Preferred
regardless of whether an Authorized Share Deficiency Exists. In
addition, solely during any period commencing four years after
the issuance of the Series J Preferred, provided that the
Authorized Share Deficiency still exists, until such time as the
Authorized Share Deficiency no longer exists, holders of the
Series J Preferred are entitled to receive dividends at the rate
per share (as a percentage of the Stated Value per share) of 20%
per annum, payable quarterly.
Upon liquidation, dissolution or winding up of the Company,
holders of Series J Preferred are entitled to receive for each
share of Series J Preferred Stock, pari passu and pro rata with
the holders of Common Stock, out of the Companys assets, an
amount equal to the amount distributable with regard to the
number of whole shares of Common Stock into which the shares of
Series J Preferred held by the holders are convertible as of the
date of the Liquidation regardless of whether an Authorized Share
Deficiency exists.
Warrants
The Warrants are exercisable for a period of 10 years from the
date of issuance, commencing on the earlier of (i) the date that
Shareholder Approval is obtained and the requisite corporate
action has been effected; or (ii) April 28, 2020. The initial
exercise price is $0.1521 per share and the Warrants can be
exercised for cash or on a cashless basis. The exercise price is
subject to adjustment for any issuances or deemed issuances of
common stock or common stock equivalents at an effective price
below the then exercise price. The Warrants provide for other
standard adjustments upon the happening of certain customary
events. The Warrants are not exercisable during any period when
an Authorized Share Deficiency exists and will expire on the
expiry date, without regards to the existence of an Authorized
Shares Deficiency.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Please see Item 1.01.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The Company filed a certificate of designations with the Nevada
Secretary of State for the Series J Convertible Preferred Stock.
Please see Item 1.01 above for a description of the Series J
Convertible Preferred Stock.
The above descriptions of the Exchange Agreement, Warrant and
Series J Preferred Stock Certificate of Designations are
qualified in their entirety by reference to the full text of
these documents, copies of which are attached hereto as Exhibit
10.1, 4.1 and 3.1, respectively, and each of which is
incorporated herein in its entirety by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(c) Exhibits:
| 3.1 | Series J Preferred Stock Certificate of Designations |
| 4.1 | Hakim Warrant dated April 28, 2017 |
| 10.1 | Hakim Exchange Agreement, dated April 28, 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 +0.006 at 0.158 with shares trading hands.