HEMISPHERX BIOPHARMA, INC. (NYSEMKT:HEB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, the Company entered into a registered
direct offering with certain institutional investors, which
closed on September 6, 2016, and included Common Stock Purchase
Warrants exercisable for five years following the six month
anniversary of their issuance at $2.00 per share (the Offered
Warrants).
On June 1, 2017, the Company entered into agreements (the
Agreements) with certain holders (the Holders) of the Offered
Warrants, to which the Holders are exercising their Offered
Warrants to purchase an aggregate of 2,370,000 shares of Common
Stock. It is anticipated that the remaining 130,000 Offered
Warrants will be exercised on the same terms. In consideration,
the Company agreed to reduce the exercise price of the Offered
Warrants to $0.50 per share, for gross proceeds of approximately
$1,185,000, and agreed to issue new Series A Common Stock
Purchase Warrants (the Series A Warrants) to purchase up to
2,370,000 shares of Common Stock at an exercise price of $0.60
per share (subject to customary adjustments such as for stock
splits and dividends), with an exercise period commencing six
months after issuance and ending on March 6, 2022, and new Series
B Common Stock Purchase Warrants (the Series B Warrants and,
along with the Series A Warrants, the New Warrants) to purchase
up to 7,584,000 shares of Common Stock at an exercise price of
$0.60 per share (subject to customary adjustments such as for
stock splits and dividends), with an exercise period of three
months, commencing six months after issuance. The New Warrants
have cashless exercise provisions in the event that there is not
an effective registration statement covering the resale of the
shares issuable upon exercise of the New Warrants when they are
exercisable (commencing in six months). To the extent that the
balance of 130,000 Offered Warrants are exercised, additional
proceeds of up to $65,000 will be received by the Company and
additional New Warrants will be issued.
The Company plans to use the proceeds of the exercise of the
Warrants for operating and administrative, manufacturing and
research and development expenses and working capital.
In connection with this private placement, the Company engaged
H.C. Wainwright Co., LLC (the Placement Agent) to act as its
placement agent. The Company has agreed to pay the Placement
Agent a cash placement fee equal to 7% of the aggregate proceeds
from the private placement, 1% management fee and $25,000 for
non-accountable expenses. In addition, the Company will issue the
Placement Agent warrants to purchase up to 107,759 shares of
common stock at an exercise price of 0.625 per share, with an
exercise period of five years, commencing six months after
issuance.
The foregoing summaries of the terms of the Agreements and the
New Warrants, are subject to, and qualified in their entirety by,
such documents attached hereto as Exhibits 10.1, 4.1 and 4.2,
respectively, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02. The issuance of
the New Warrants by the Company and the Compensation Warrant to
the Placement Agent and the shares of Common Stock issuable upon
exercise of the New Warrants and the Compensation Warrant is
exempt from registration to Section 4(a)(2) of the Securities Act
of 1933, as amended, and Rule 506(b) promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Series A Warrant | |
| 4.2 | Form of Series B Warrant | |
| 10.1 | Form of Agreement between the Company and the Warrant holders |
About HEMISPHERX BIOPHARMA, INC. (NYSEMKT:HEB)
Hemispherx Biopharma, Inc. (Hemispherx) is a specialty pharmaceutical company. The Company is engaged in the clinical development of drug therapies based on natural immune system enhancing technologies for the treatment of viral and immune based chronic disorders. The Company’s segment is engaged in research and development activities related to Ampligen and other drugs under development, and sales and marketing of Alferon. The Company’s products include Alferon N Injection and Ampligen. Alferon N Injection is approved for the use in intralesional treatment of refractory or recurring external genital warts in patients of over 18 years of age. Ampligen is a drug undergoing clinical development for the treatment of Chronic Fatigue Syndrome (CFS). Alferon LDO (Low Dose Oral Interferon Alfa-n3 (Human Leukocyte Derived)) is a low-dose, oral liquid formulation of natural alpha interferon. Alferon LDO is a liquid natural interferon for oral administration. HEMISPHERX BIOPHARMA, INC. (NYSEMKT:HEB) Recent Trading Information
HEMISPHERX BIOPHARMA, INC. (NYSEMKT:HEB) closed its last trading session 00.000 at 0.590 with 545,269 shares trading hands.
