IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
Common Stock Purchase Agreement
On February 3, 2017, Immune Pharmaceuticals Inc. (the Company)
entered into a Common Stock Purchase Agreement (the CS Purchase
Agreement) with HLHW IV, LLC (the Buyer), which provides that,
upon the terms and subject to the conditions and limitations set
forth therein, the Company has the right to sell to Buyer up to
$3,057,100 shares of the Companys common stock.
Beginning on the day following February 3, 2017, the date that
certain closing conditions in the CS Purchase Agreement were
satisfied (the Commencement Date), the Company shall have the
right, but not the obligation, to direct Buyer via written notice
(a Purchase Notice) to purchase up to a specific number of shares
of the Companys common stock (the Purchase Shares). The per share
purchase price to such Purchase Notice (the Purchase Price) shall
be equal to: (i) from 9:30am to 4:00pm Eastern Time of the
regular session of any trading day, lowest intra-day bid price or
(ii) if after the close of the regular session on any trading
day, then such trading days closing bid price on NASDAQ. The
number of Purchase Shares that may be purchased under each
Purchase Notice is subject to a ceiling of up to 500,000 Purchase
Shares or an aggregate purchase amount of $250,000 in Purchase
Shares, unless Buyer and the Company mutually agree otherwise.
The Company and Buyer may mutually agree to increase the number
of Purchase Shares that may be sold to a Purchase Notice to as
much as an additional 2,000,000 Purchase Shares per business day.
The Company shall also have the right but not the obligation to
direct the Buyer to buy up to an additional 30% of the trading
volume of the common stock for the next business day at the
lowest intra-day bid price of the Companys common stock on such
date of purchase (Additional Purchase Shares). The Company may
deliver notice to the Buyer on or before 9:00 a.m. Eastern time
on a date on which (i) the Company also submitted a Purchase
Notice for a purchase of at least 200,000 Purchase Shares to the
Buyer and (ii) the closing bid price of the Companys common stock
is higher than $0.10.The Company may deliver additional Purchase
Notices to Buyer from time to time so long as the most recent
purchase has been completed. The Purchase Price is additionally
subject to a floor price equal to $0.10 per share. The Purchase
Shares and Additional Purchase Shares are subject to volume
limitations of the Companys common stock as defined in the CS
Purchase Agreement.
The Company shall not issue, and the Buyer shall not purchase any
shares of common stock under the CS Purchase Agreement, if such
shares proposed to be issued and sold, when aggregated with all
other shares of common stock then owned beneficially (as
calculated to Section 13(d) of the 1934 Act and Rule 13d-3
promulgated thereunder) by the Buyer and its affiliates would
result in the beneficial ownership by the Buyer and its
affiliates of more than 4.99% of the then issued and outstanding
shares of common stock of the Company, unless waived in writing
by Buyer.
As additional consideration for the CS Purchase Agreement, the
Company agreed to deliver to Buyer two days following the filing
date of the Prospectus Supplement (the Effective Date) $230,167
of cash and/or shares of Common Stock (the Commitment Shares, and
together with the Purchase Shares and the Additional Purchase
Shares, the Shares), or a combination thereof, at the election of
Buyer. The Commitment Shares will be issued based on a per share
price equal to the lowest intraday bid price on the Effective
Date.
Shares of Common Stock will be issued to the Companys shelf
registration statement on Form S-3 (File No. 333-198647),
previously filed with the U.S. Securities and Exchange Committee
(SEC) on September 8, 2014, as amended on October3, 2014, and
that was declared effective by the SEC on October 28, 2014 (the
Registration Statement). This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer
to buy the shares discussed herein, nor shall there be any offer,
solicitation, or sale of the shares in any state or country in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state or country.
At any time after the Commencement Date, the Company shall have
the option to terminate the CS Purchase Agreement for any reason
or for no reason by delivering notice to Buyer electing to
terminate the CS Purchase Agreement without any liability
whatsoever except that the Company must transmit to Buyer a
termination fee of $250,000 in cash or shares, at Buyers election
with such shares to be valued at the Purchase Price, within two
(2) Business Days following delivery of such notice of
termination.
Net proceeds to the Company will depend on the Purchase Price and
the frequency of the Companys sales of Purchase Shares to Buyer.
The Companys delivery of Purchase Notices will be made subject to
market conditions, in light of the Companys capital needs from
time to time and under the limitations contained in the CS
Purchase Agreement. The Company will use the net proceeds from
the offering as described in the prospectus supplement filed in
connection with the transaction.
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A copy of the opinion of Sheppard, Mullin, Richter Hampton LLP
relating to the legality of the issuance and sale of the Purchase
Shares to the Common Stock Purchase Agreement is attached as
Exhibit 5.1 hereto.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description | |
| 5.1 | Opinion of Sheppard, Mullin, Richter Hampton LLP | |
| 10.1* |
Common Stock Purchase Agreement, dated as of February 3, 2017, by and between the Company and HLHW IV, LLC. |
|
| 23.1 |
Consent of Sheppard, Mullin, Richter Hampton LLP (included in Exhibit 5.1 hereto). |
* The Common Stock Purchase Agreement have been included to
provide information regarding their terms. They are not intended
to provide any other factual information about the Company. The
representations, warranties and covenants contained in the Common
Stock Purchase Agreement were made only for purposes of such
agreements and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Common Stock
Purchase Agreement. The representations and warranties may have
been made for the purposes of allocating contractual risk between
the parties to the agreement instead of establishing these
matters as facts, and may be subject to standards of materiality
applicable to the contracting parties.
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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. IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) Recent Trading Information
IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) closed its last trading session down -0.012 at 0.193 with 3,536,570 shares trading hands.