IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
In connection with a bridge financing, on April 13, 2017, Immune
Pharmaceuticals Inc. (the Company) entered into a
securities purchase agreement (the Purchase Agreement),
dated as of April 10, 2017 (the Closing Date), with EMA
Financial, LLC (the Investor or EMA) to which
the Investor purchased an aggregate principal amount of $525,000
of Convertible Notes for an aggregate purchase price of $450,000
(the Notes). The Notes included a 10% origination fee
and a 5% original issue discount that was added to the face
amount of the Notes. In addition, the Company paid attorneys fees
of $10,000 and received net proceeds of $440,000 on April 13,
2017.
The Notes bear interest at a rate of 6.0% per annum, payable in
arrears on the maturity date of April 10, 2018 (the Maturity
Date). The Notes are convertible into shares of the Companys
common stock, par value $0.0001 per share (the Common
Stock) after the effectiveness of the Registration
Statement, at a conversion price equal to seventy five percent
(75%) of the lowest trading price of the Companys common stock
during 15 trading days immediately preceding conversion
(Conversion Date). In addition, the Company issued
1,666,667 warrants at an exercise price of $0.20 before the
reverse split effective April 13, 2017 or $4.00 post-split which
are exercisable on a cashless basis.
Until October 10, 2017 (Prepayment Termination Date),
the Company has the right, exercisable on not less than five (5)
Trading Days prior written notice to the holder of the Notes, to
prepay the outstanding balance on the Notes (principal and
accrued interest), in full. On the date fixed for prepayment (the
Optional Prepayment Date), the Company must make payment
of the Optional Prepayment Amount or upon the order of the Holder
as specified by the Holder in writing to the Borrower at least
one (1) business day prior to the Optional Prepayment Date. If
the Company exercises its right to prepay the Note, the Company
must pay Holder an amount in cash (the Optional Prepayment
Amount) equal to the Prepayment Factor (as defined below),
multiplied by the sum of: (w) the then-outstanding principal
amount of the Noteplus(x) accrued and unpaid interest on the
unpaid principal amount of the Note to the Optional Prepayment
Dateplus(y) Default Interest. For purposes hereof, the Prepayment
Factor equals one hundred thirty-five percent (135%), provided
that such Prepayment Factor shall equal one hundred twenty-five
percent (125%) if the Optional Prepayment Date occurs on or
before July 10, 2017.
In connection with the issuance of the Notes, the Company entered
into a registration rights agreement with the Investor (the
Registration Rights Agreement) to which the Company has
agreed to file with the U.S. Securities and Exchange Commission
(the SEC), on or before May 25, 2017 (the Filing
Date), a registration statement to register the resale of
the shares of Common Stock issuable upon conversion of the Notes
(the Registration Statement), and to cause reasonable
best efforts for such Registration Statement to become effective
prior to the 90th day following the Closing Date.
The Notes contain certain customary negative covenants preventing
the Company from undertaking certain actions without the consent
of the Investor, including but not limited to, limitations on its
ability to incur additional indebtedness (subject to certain
exceptions) and issuance shares of unregistered securities as
well as certain events of default, including, but not limited to,
the Companys failure to pay principal and interest, material
defaults under the other transaction documents, material defaults
in other payment obligations, failure of the Company to comply
with its reporting requirements with the SEC, the placing of a
chill on the Companys common stock by the Depositary Trust
Company, failure of the Company to meet the current public
information requirements under Rule 144 promulgated under the
Securities Act (as defined below), the Companys failure to
deliver certificates representing the shares of Common Stock
after a Conversion Date and a change of control transaction (as
defined in the Notes). The full principal amount of the Notes is
due upon a default under the terms of the Notes. The Notes are
unsecured and subordinated in right of payment to the Companys
existing and future senior indebtedness. During the existence and
continuance of an event of default under the Notes, the
outstanding principal amount of the Notes shall incur interest at
a rate of 18% per annum. At any time after the Holder becoming
aware of an Event of Default, the Investor may require the
Company to redeem all or any portion of the Notes.
As of the date hereof, the Company is liable for the $525,000
face amount of Notes issued to EMA. The Notes are a debt
obligation arising other than in the ordinary course of business,
which constitute a direct financial obligation of the Company.
The securities sold in the private placement were not registered
under the Securities Act of 1933, as amended (the Securities
Act), or the securities laws of any state, and were offered
and sold in reliance on the exemption from registration afforded
by Section 4(a)(2) under the Securities Act and Regulation D
promulgated thereunder and corresponding provisions of state
securities laws, which exempt transactions by an issuer not
involving any public offering. The Investor is an accredited
investor as such term is defined in Regulation D promulgated
under the Securities Act. This Current Report shall not
constitute an offer to sell or the solicitation of an offer to
buy, nor shall such securities be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements and certificates evidencing such shares
contain a legend stating the same.
The foregoing does not constitute a complete summary of the terms
of the Purchase Agreement, the Notes and the Registration Rights
Agreement., and is qualified in its entirety by reference to the
full text of such agreements, copies of which are filed as
Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current
Report on Form 8-K. Readers should review such agreements for a
complete understanding of the terms and conditions associated
with the transaction.
| Item 8.01. | Other Events. |
On April 12, 2017, the Company amended its Certificate of
Incorporation by filing a Certificate of Amendment with the State
of Delaware (theAmendment) to effect a reverse stock
split of all issued and outstanding shares of Common Stock at a
ratio of 1 for 20 (the Reverse Stock Split). Beginning
with the opening of market on April 13, 2017, the Common Stock
began trading on The Nasdaq Capital Market (Nasdaq) on a
split-adjusted basis under a new CUSIP number 45254C 200. The
Common Stock continued to trade on Nasdaq under the symbol IMNP.
A form of the Amendment was filed with the Companys Definitive
Proxy Statement on Schedule 14A (the Proxy Statement),
which was filed with the SEC and mailed to the Companys
stockholders on or about November 2, 2016. The Reverse Stock
Split was approved by the Companys stockholders at the Companys
2016 Annual Meeting on December 20, 2016.
In the Reverse Stock Split, every twenty shares of the Companys
Common Stock outstanding were automatically changed and
reclassified into one new share of Common Stock without any
action on the part of the holders. No fractional shares were
issued in connection with the Reverse Stock Split. Any fractional
share of common stock that would otherwise have resulted from the
reverse stock split was rounded up to the nearest whole share.
As a result of the Reverse Stock Split, the Companys issued and
outstanding shares of Common Stock decreased to approximately 9.7
million shares, post-split, from approximately 194.3 million
shares, pre-split. The Reverse Stock Split affects all of the
Companys stockholders uniformly and does not affect any
stockholders percentage ownership interests in the Company
(except to the extent that the reverse stock split resulted in
any stockholders owning only a fractional share that was rounded
up to the nearest whole share).
For additional information about the Reverse Stock Split, see the
Proxy Statement, the relevant portions of which are incorporated
herein by reference. On April 12, 2017, the Company issued a
press release with respect to the Reverse Stock Split, which is
being filed as Exhibit 99.1 to this report and is incorporated
herein by reference. A copy of the Amendment is filed hereto as
Exhibit 3.1 to this report and is incorporated herein by
reference.
| Item 9.01 | Financial Statements and Exhibits. |
|
Exhibit Number |
Description | |
| 3.1 |
Certificate of Amendment to Articles of Incorporation, dated April 12, 2017 |
|
| 10.1 |
Securities Purchase Agreement, dated as of April 10, 2017, by and between the Company and EMA Financial, LLC. |
|
| 10.2 | Convertible Note, dated as of April 10, 2017. | |
| 10.3 |
Registration Rights Agreement, dated as of April 10, 2017, by and between the Company and EMA Financial, LLC. |
|
| 10.4 |
Common Stock Purchase Warrant dated as of April 10, 2017, by and between the Company and EMA Financial, LLC. |
|
| 99.1 | Press release, dated April 12, 2017. |
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 -0.04 at 2.44 with 706,824 shares trading hands.