As previously reported in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Galena Biopharma, Inc.(the “Company”) on May 2, 2017 (the “May 2nd 8-K”), the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), with JGB (Cayman) Newton Ltd. (the “Purchaser”) to which the Company sold to Purchaser, at a 6.375% original issue discount, a $25,530,000 Senior Secured Debenture (the “Initial Debenture”) and warrants to purchase up to 100,000 shares of the Company's common stock, $0.0001 par value per share (“Common Stock”). As previously disclosed in the May 2nd 8-K, the Initial Debenture was amended and restated in its entirety on August 22, 2016 (the “Amended and Restated Debenture”) and was further amended on December 14, 2016 and May 1, 2017 (as so amended, the “Debenture”). As previously disclosed in the May 2nd 8-K, the Company and the Purchaser entered into waivers on December 14, 2016 (the “December 14, 2016 Waiver”) and April 1, 2017, to which, as contemplated by the Debenture, the Purchaser waived certain conditions necessary for the Company to make certain payments under the Debenture with shares of Common Stock. The December 14, 2016 Waiver also amended certain terms of Amended and Restated Debenture. The information contained in the May 2nd 8-K is incorporated herein by reference.

On July 10, 2017, the Purchaser, the Company and the guarantors of the Company’s obligations under the Debenture entered into an amendment agreement (the “July 2017 Amendment Agreement”) to which the definition of “Stock Payment Price” in the Debenture was amended and restated to be the lower of (a) 80% (previously 92.5%) of the VWAP for the Trading Day immediately prior to, as the case may be, the applicable Interest Payment Date, the applicable Advance Date or, with respect to any redemption to Section 6(a) of the Debenture, the date of the applicable Holder Redemption Notice (the “Prior Day VWAP”) and (b) 80% (previously 92.5%) of the average of the three lowest VWAPs during the 20 consecutive Trading Day period immediately preceding, as the case may be, the applicable Interest Payment Date, the applicable Advance Date or, with respect to any redemption to Section 6(a) of the Debenture, the date of the applicable Holder Redemption Notice (the “Twenty Day VWAP”); provided, however, to the extent that, on any given Trading Day, the price per share of Common Stock on such Trading Day on the Principal Market equals or exceeds 115% of the Prior Day VWAP or Twenty Day VWAP, then for the such Trading Day, and such Trading Day only, each reference to eighty percent (80%) shall be deemed, for such Trading Day only, to be ninety two and one-half percent (92.5%).

The effect of the July 2017 Amendment Agreement is to increase the discount to the Prior Day VWAP and the Twenty Day VWAP granted to the Holder with respect to redemption of, or the payment of interest on, the Debenture in shares of Common Stock from 7.5% to 20%, unless the on any given Trading Day, the price per share of Common Stock on such Trading Day on the Principal Market equals or exceeds 115% of the Prior Day VWAP or Twenty Day VWAP. However, the maximum number of shares of Common Stock issuable to the Debenture has not changed.

The foregoing description of the July 2017 Amendment Agreement and the Debenture is qualified in its entirety by reference to the July 2017 Amendment Agreement, Amended and Restated Debenture, the December 2016 Waiver and the May 1, 2017 amendment to Debenture, each of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

The Exhibit Index appearing immediately after the page of this Current Report on Form 8-K is incorporated herein by reference.

Galena Biopharma, Inc. Exhibit
EX-4.1 2 gale-20170710xex41.htm EXHIBIT 4.1 Exhibit Exhibit 4.1Amendment AgreementThis Amendment Agreement (this “Agreement”),…
To view the full exhibit click here

About GALENA BIOPHARMA, INC. (NASDAQ:GALE)

Galena Biopharma, Inc. is a biopharmaceutical company. The Company focuses on developing and commercializing targeted oncology therapeutics that address unmet medical needs. The Company’s development portfolio ranges from mid- to late-stage clinical assets, including cancer immunotherapy program led by NeuVax (nelipepimut-S), GALE-301 and GALE-302. The Company’s NeuVax is in Phase III breast cancer clinical trial with several concurrent Phase II trials ongoing both as a single agent and in combination with other therapies. GALE-301 is in a Phase IIa clinical trial in ovarian and endometrial cancers and in a Phase Ib clinical trial given sequentially with GALE-302. The Company’s therapies utilize an immunodominant peptide combined with the immune adjuvant, recombinant human granulocyte macrophage-colony stimulating factor (rhGM-CSF, Leukine), and work by harnessing the patient’s own immune system to seek out and attack any residual cancer cells.