IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
Amendment to Securities Purchase Agreement
On December 16, 2016, Immune Pharmaceuticals Inc. (the Company)
entered into Amendment No. 1 to the Securities Purchase Agreement
(the SPA Amendment) with CrystalClear Group, Inc. (the Investor),
effective as of December 14, 2016 as indicated on the SPA
Amendment. The SPA Amendment amends that certain Securities
Purchase Agreement between the Company and the Investor, dated
June 30, 2016 (the Securities Purchase Agreement). As disclosed
in the Companys quarterly report on Form 10-Q for the quarterly
period ending June 30, 2016, filed with the Securities and
Exchange Commission (the SEC) on August 15, 2016, the Company
entered into two securities purchase agreements with two
accredited investors to sell 966,666 shares of the Companys
common stock at a price of $0.36 per share. The Company sold
555,555 shares to the Investor to the Securities Purchase
Agreement.
The SPA Amendment amends the Securities Purchase Agreement to
adjust the per share purchase price paid by the Investor to
$0.425 per share. to the SPA Amendment, the Investor will return
84,967 shares to the Company.
In consideration of the entering into of the SPA Amendment by the
Investor, the Company has agreed to issue to the Investor a five
year warrant to purchase an aggregate of 185,185 shares at an
exercise price of $0.50 per share, which Warrant shall not be
exercisable until six months after the date of issuance (the
Warrant).
Amendment to Convertible Note
On December 16, 2016, the Company entered into Amendment No. 1 to
the Convertible Note (the Note Amendment) with HLHW IV, LLC
(HLHW), effective as of December 5, 2016 as indicated on the Note
Amendment. The Note Amendment amends that certain Convertible
Note between the Company and HLHW, dated November 17, 2016 (the
Convertible Note). As disclosed in the Companys current report on
Form 8-K, filed with the SEC on November 22, 2016, the
Convertible Note is to be convertible into shares of the Companys
common stock at any time from the date of issuance, at a
conversion price (the Conversion Price) equal to eighty percent
(80%) of the lowest intraday bid price on the date of conversion
(Conversion Date); provided the lowest intraday bid price on such
Conversion Date is above the Market Price (as such term is
defined in the Convertible Note). In the event on the Conversion
Date, the lowest intraday bid price is less than the Market
Price, then in that instance, the Conversion Price on that
Conversion Date will be equal to the lowest intraday bid price.
The Note Amendment amends the Convertible Note to provide that in
no circumstance shall the Conversion Price be lower than $0.10
per share (the Floor Price). The Convertible Note also calls for
certain adjustments to the Conversion Price upon the issuance or
sale by the Company of other securities at a consideration per
share less than a price equal to the Conversion Price in effect
immediately prior to such issuance or sale. The Note Amendment
provides that in no circumstance will the Conversion Price be
adjusted to be lower than the Floor Price.
The foregoing descriptions of the material terms of the
Securities Purchase Agreement, SPA Amendment Warrant and Note
Amendment do not purport to be complete descriptions of the
rights and obligations of the parties thereunder and are
qualified in their entirety by reference to the full text of such
agreements, which will be filed as exhibits to the Companys
annual report on Form 10-K for the fiscal year ended December 31,
2016.
The foregoing description of the material terms of the
Convertible Note does not purport to be a complete description of
the rights and obligations of the parties thereunder and is
qualified in its entirety by reference to the full text of such
Convertible Note, which was filed as exhibit 10.2 to the Companys
current report on Form 8-K filed with the SEC on November 22,
2016.
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About IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP)