HEMISPHERX BIOPHARMA, INC. (NYSEMKT:HEB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 1, 2017, Hemispherx, Biopharma,Inc. (the Company)
entered into Securities Purchase Agreements (the Purchase
Agreements) with certain investors (the Investors) for the sale
by the Company of an aggregate of 1,818,185 shares (the Common
Shares) of the Companys common stock, par value $0.001 per share
(the Common Stock), at a purchase price of $0.55 per share.
Concurrently with the sale of the Common Shares, to the Purchase
Agreements the Company also sold warrants to purchase an
aggregate of 1,363,639 shares of Common Stock (the Warrants) for
aggregate gross proceeds of $1,000,000. Subject to certain
ownership limitations, the Warrants will be initially exercisable
six-month after issuance at an exercise price equal to $0.75 per
share of Common Stock, subject to adjustments as provided under
the terms of the Warrants. The Warrants are exercisable for five
years from the initial exercise date. The closing of the sales of
these securities under the Purchase Agreements is expected to
take place on or about February 6, 2017, subject to the
satisfaction of customary closing conditions.
The Company estimates that the net proceeds from the transactions
will be approximately $850,000 after deducting certain fees due
to the placement agent and the Companys estimated transaction
expenses. The net proceeds received by the Company from the
transactions will be used for preparation for technology transfer
opportunities, expenses related to Ampligen manufacturing,
working capital and general corporate purposes.
The Common Shares were offered and sold by the Company to an
effective shelf registration statement on FormS-3, which was
initially filed with the Securities and Exchange Commission (the
SEC) on June 25, 2015 and subsequently declared effective on
August 4, 2015 (File No.333-205228) (the Registration Statement),
and the base prospectus dated as of August 4, 2015 contained
therein. The Company filed a prospectus supplement with the SEC
on February 3, 2017 in connection with the sale of the Common
Shares.
The Warrants and the shares issuable upon exercise of the
Warrants were sold without registration under the Securities Act
of 1933 (the Securities Act) in reliance on the exemptions
provided by Section4(a)(2)of the Securities Act as transactions
not involving a public offering and Rule 506 promulgated under
the Securities Act as sales to accredited investors, and in
reliance on similar exemptions under applicable state laws.
The representations, warranties and covenants contained in the
Purchase Agreements were made solely for the benefit of the
parties to the Purchase Agreements. The placement agent is a
third party beneficiary of the representations and warranties in
the Purchase Agreements. In addition, such representations,
warranties and covenants (i)are intended as a way of allocating
the risk between the parties to the Purchase Agreements 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 form of 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 Agreements, which subsequent information may or
may not be fully reflected in public disclosures.
The Company also entered into an engagement letter (the
Engagement Letter) with Rodman Renshaw, a unit of H.C. Wainwright
Co., LLC (Wainwright), to which Wainwright agreed to serve as
exclusive placement agent for the issuance and sale of the Common
Shares and Warrants. The Company has agreed to pay Wainwright an
aggregate fee equal to 7% of the gross proceeds received by the
Company from the sale of the securities in the transactions. to
the Engagement Letter, the Company also agreed to grant to
Wainwright or its designees warrants to purchase up to 5% of the
aggregate number of shares sold in the transactions (the
Wainwright Warrants). The Wainwright Warrants have substantially
the same terms as the Warrants, except that the Wainwright
Warrants will expire on February 1, 2022 and have an exercise
price equal to $0.6875 per share of Common Stock. The Wainwright
Warrants and the shares issuable upon exercise of the Wainwright
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. The Company will
also pay Wainwright a non-accountable expense allowance of
$10,000 plus a management fee equal to 1.0% of the gross proceeds
raised in the Offering.
The forms of the Purchase Agreement, the Warrant and the
Engagement Letter are filed as Exhibits 10.1, 4.1 and 1.1,
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.
| Item3.02 | Unregistered Sales of Equity Securities. |
The information contained above in Item 1.01 related to the
Warrants and the Wainwright Warrants is hereby incorporated by
reference into this Item 3.02.
| Item7.01 | Regulation FD Disclosure |
On February 2, 2017, the Company issued a press release regarding
the transactions described above under Item1.01 of this Current
Report on Form8-K.A copy of the press release is attached hereto
as Exhibit99.1 and is incorporated herein by reference.
The information in this Item7.01 of this Current Report on Form
8-K, including Exhibit 99.1 attached hereto, shall not be deemed
filed for purposes of Section18 of the Exchange Act or otherwise
subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits
| Exhibit No. | Description | |
| 1.1 |
Engagement Letter, dated as of January 13, 2017 by and between Hemispherx Biopharma, Inc. and Rodman Renshaw, a unit of H.C. Wainwright Co., LLC |
|
| 4.1 | Formof Warrant | |
| 5.1 | Legal Opinion of Silverman Shin Byrne PLLC | |
| 10.1 | Formof Securities Purchase Agreement | |
| 99.1 | Press Release dated February 2, 2017 | |
| 23.1 |
Consent of Silverman Shin Byrne PLLC (included in Exhibit 5.1) |
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 down -0.208 at 0.432 with 2,531,299 shares trading hands.