IMMUNE PHARMACEUTICALS INC. (NASDAQ:IMNP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On July 7, 2017 (the “Closing Date”) Immune Pharmaceuticals Inc. (“IMNP” or the “Company”). Immune Pharmaceuticals USA Corp, (together with IMNP, the “Borrower”), Hercules Capital, Inc. (“Hercules”) and certain subsidiaries of the Company, as guarantors, entered into an Assignment Agreement (the “Assignment Agreement”) with an accredited investor (the “Investor”) whereby Hercules assigned to the Investor the existing amount outstanding under the Loan and Security Agreement between the Borrower and Hercules dated as of July 29, 2015 (the “Loan Agreement”), as further evidenced by a Secured Term Promissory Note that was issued by Borrower to Hercules on July 29, 2015 (the “2015 Note”): the 2015 Note and the Loan Agreement together, (the “Securities”).
Also on the Closing Date, the Company and the Investor entered into an Exchange Agreement (the “Exchange Agreement”) whereby the Company issued to the Investor a senior secured convertible promissory note with a principal amount of $2,974,159 (the “Exchange Note”) in exchange for the Securities.
The Exchange Note is convertible, at the option of the holder, into shares of the Company’s common stock, par value $0.001 per share, at a per share price of $2.95 (the “Fixed Conversion Price”), subject to adjustment as provided in the Exchange Note, but in no event to a conversion price lower than $1.00 per share and subject to a total beneficial ownership limitation of 4.99% of the Company’s issued and outstanding common stock. The Exchange Note has a maturity date (the “Maturity Date”) that is one year from the Closing Date. The Maturity Date may be accelerated, at the option of the holder, upon the occurrence of an Event of Default (as defined in the Exchange Note).
The Exchange Note is repayable by the Company through equal monthly amortization payments during the term of the Exchange Note, in cash or in shares of common stock at the Amortization Conversion Price (as defined in the Exchange Note) at the option of the Company. The holder has the option to accelerate each amortization payment in up to three separate payments and demand such payments in shares of the Company’s common stock. All payments in shares of common stock are subject to the Company complying with the Equity Conditions (as defined in the Exchange Note). The Company may prepay the Exchange Note at any time (upon 10 days’ notice) in cash at 115% of principal amount and accrued interest.
Additionally, so long as the Exchange Note remains outstanding or the holder holds any Conversion Shares (as defined in the Exchange Note), the Company shall not enter into any financing transaction to which the Company sells its securities at a price lower than $1.00 per share without the written consent of the holder.
The foregoing description of the Assignment Agreement, the Exchange Agreement and the Exchange Note and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Assignment Agreement, the Exchange Agreement and the Exchange Note, which are filed as exhibit 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit | Description |
| 10.1 | Assignment Agreement, dated July 7, 2017, by and among Immune Pharmaceuticals Inc. and certain of its subsidiaries, MEF I, L.P. and Hercules Capital, Inc. |
| 10.2 | Exchange Agreement, dated July 7, 2017, by and among Immune Pharmaceuticals Inc. and MEF I, L.P. |
| 10.3 | Convertible Promissory Note, dated July 7, 2017, by and among Immune Pharmaceuticals Inc. and MEF I, L.P. |
IMMUNE PHARMACEUTICALS INC ExhibitEX-10.1 2 v470553_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION ASSIGNMENT AGREEMENT This Assignment Agreement (the “Assignment Agreement”) is dated as of July 7,…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.