IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On May 4, 2017, Immune Pharmaceuticals Inc. (the Company) entered
into a securities purchase agreement (the Purchase Agreement)
with certain institutional investors for the sale of up to $3.4
million of original issue discount convertible and nonconvertible
debentures.
The sale of the debentures will be implemented in multiple
closings. The initial closing of the transaction took place on
May 9, 2017. The Company issued debentures with a principal
amount of $1.8 million to the investors at the initial closing of
the transaction and received $1.5 million in gross proceeds. The
remaining principal amount of $1.6 million of debentures will be
issued to the investors in subsequent closings linked to the
achievement of certain milestones, including the filing of the
Companys Annual Report on Form 10-K within a certain time period
and the extinguishment of certain existing debt within a certain
time period. The investors in the initial closing also received
300,000 shares of Company common stock.
Assuming that all of the convertible debentures are issued, the
debentures are convertible at any time into up to 1,245,675
shares of the Company’s common stock at a conversion price of
$2.89 per share, subject to adjustment, but in no event shall the
conversion price fall below $1.00. In addition, the investors
will receive up to 380,000 additional shares of the Company’s
common stock.
The debentures issued in the initial closing are due and payable
upon the earlier of (a) November 9, 2017 and (b) the closing by
the Company of one or more subsequent financings with gross
proceeds to the Company equal to at least $5,000,000 in the
aggregate. The holder of the debenture has the option to extend
the maturity date of the debenture through February 7, 2018. The
debentures are subordinated to the indebtedness of Hercules
Capital, Inc. (Hercules), to the Loan and Security Agreement
entered into on July 29, 2015 by and between the Company and
Hercules.
to the Purchase Agreement, within ten (10) days after filing the
Annual Report on Form 10-K for the fiscal year ended December 31,
2016, but in no event later than May 30, 2017, 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.
Maxim Group LLC is acting as the sole placement agent for the
offering.
In connection with the sale of the securities, the Company relied
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, 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. |
| (d) | Exhibits |
| 10.1 | Securities Purchase Agreement |
| 10.2 | Form of Convertible Debenture |
| 99.1 | Press release, dated May 4, 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 -0.09 at 2.70 with 90,383 shares trading hands.