IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On August 24, 2017, Immune Pharmaceuticals Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors for the sale of $858,000 in principal amount of original issue discount convertible debentures. The Company expects the proceeds from the offering, before deducting fees and expenses, to be $660,000.
The closing of the transaction is expected to take place on or around August 29, 2017, subject to customary closing conditions.
The debentures will not be convertible until the Company obtains shareholder approval for any such conversions. At that time, the debentures will be convertible into shares of the Company's common stock at a conversion price of $1.75 per share, subject to adjustment, but in no event shall the conversion price fall below $1.00.
The debentures will be subordinated to the indebtedness held by MEF I, LP (“MEF”). Reference is made to that Senior Secured Convertible Promissory Note, issued by the Company to MEF on July 7, 2017 (the “MEF Note”). Reference is also made to the 6% Convertible Note, issued by the Company to EMA Financial, LLC on April 10, 2017 (the “EMA Note”), which was assigned to MEF on July 5, 2017. In exchange for the waiver of certain rights held by MEF and the consent of MEF to allow this offering, the Company agreed to amend the definition of Floor Price in the MEF Note to reduce the Floor Price from $1.25 to $0.75. In addition, the Company has agreed to reduce the minimum Conversion Price of $1.00, as outlined in Section 1.2 (a) of the EMA Note, to $0.75.
Additionally, on May 4, 2017, the Company entered into a securities purchase agreement with certain institutional investors for the sale of original issue discount convertible debentures (the “Prior Debentures”). In exchange for the waiver of certain rights held by the institutional investors and the consent of the institutional investors to allow this offering, the Company agreed to amend the initial conversion price in the Prior Debentures from $2.89 to $1.30.
to the debentures, the Company is obligated to file with the Commission a registration statement on Form S-1 for the issuance by the Company of securities in a follow-on offering within fifteen (15) days after the date of issuance of the debentures.
Maxim Group LLC is acting as the sole placement agent for the offering.
In connection with the contemplated sale of the securities, the Company will rely upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
The foregoing summary of the terms of the Purchase Agreement and convertible debentures are subject to, and qualified in their entirety by, the forms of such documents attached hereto as Exhibit10.1 and 10.2, respectively, which are incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.
| Item 9.01 | Financial Statements and Exhibits. |
| 10.1 | Form of Securities Purchase Agreement |
| 10.2 | Form of Convertible Debenture |
IMMUNE PHARMACEUTICALS INC ExhibitEX-10.1 2 v473962_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August [ ] 2017,…To view the full exhibit click here
About IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP)
Immune Pharmaceuticals Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the development and commercialization of targeted therapeutics in the fields of immuno-inflammation and immuno-oncology. The Company’s segment is acquiring, developing and commercializing prescription drug products. Its Immuno-inflammation product pipeline includes bertilimumab, a fully human antibody targeting eotaxin-1, a regulator of immuno-inflammation; a portfolio of immune oncology products, and NanoCyclo, a topical nanocapsule formulation of cyclosporine-A, for the treatment of atopic dermatitis and psoriasis. Its immuno-oncology pipeline includes Ceplene, a small molecule targeting the Histamine-2 Receptor to overcome immunosuppression in Acute Myeloid Leukemia and other malignancies. Azixa and crolibulin are vascular disrupting agents. NanomAbs is a technology platform that allows the targeted delivery of chemotherapeutics into cancer cells.