IMPRIMIS PHARMACEUTICALS, INC. (NASDAQ:IMMY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 9, 2017, Imprimis Pharmaceuticals, Inc. (the Company)
entered into two asset purchase and license agreements (the
License Agreements) with its previously wholly owned subsidiary,
Eton Pharmaceuticals, Inc. (Eton).
to the terms of the License Agreements, the Company assigned and
licensed to Eton certain intellectual property and related rights
to develop, formulate, make, sell, and sub-license formulations
of synthetic corticotropin and injectable pentoxifylline
(collectively, the Products). Eton is required to make royalty
payments to the Company of six percent (6%) of net sales of the
Products while any patent rights remain outstanding and then
three percent (3%) of net sales thereafter. In addition, Eton is
required to make certain milestone payments to the Company
including payments of $50,000 upon initial patent issuances for
each Product.
The License Agreements were conditioned upon Eton receiving net
proceeds of the sale of its equity securities of not less than
ten million dollars ($10,000,000). On June 16, 2017 and June 20,
2017, Eton entered into definitive stock purchase agreements with
accredited investors for the purchase of Etons Series A Stock (as
defined below), totaling approximately twenty million dollars
($20,000,000) of gross proceeds and net proceeds of approximately
eighteen million dollars ($18,000,000) (the Series A Round). The
initial closing of the Series A Round occurred on June 19, 2017,
and an additional closing is expected to occur on or about June
26, 2017.
On May 1, 2017, the Company and Eton entered into a Management
Services Agreement (the MSA), whereby the Company will provide to
Eton certain administrative services and support, including
bookkeeping, web services and human resources related activities,
and Eton will pay the Company a monthly amount of ten thousand
dollars ($10,000). The MSA is terminable by either party upon
written notice.
The Companys Chief Executive Officer, Mark L. Baum, and Chief
Financial Officer, Andrew R. Boll, are currently directors of
Eton. The Company anticipates Mr. Boll will resign as a director
of the Eton board within the next six months. Eleven employees of
the Company (including Mr. Baum and Mr. Boll) have entered into
consulting agreements with Eton to provide supplemental services
to assist Eton in its operations until it is able to employ its
own management team.
Item 8.01 Other Information
The Company currently owns three million five hundred thousand
(3,500,000) shares of Eton common stock, which is approximately
27% of the equity and voting interests of Eton following the
close of the Series A Round.
The Series A Round was the sale of Series A Preferred Stock (the
Series A Stock) of Eton at a purchase price of $3.00 per share.
The Series A Stock is convertible into common stock of Eton at a
maximum price of $3.00 a share, and not less than $2.25 a share,
ultimately dependent upon subsequent financings and other certain
conditions. The Series A Stock will vote together with the common
stock and all other shares of stock of Eton having general voting
power and will be entitled to the number of votes equal to the
number of shares of common stock in to which such share of Series
A Stock could be converted into at the record date for
determination of the stockholders entitled to vote on such
matters. The Series A Stock holds liquidation preference over all
other equity interests in Eton. The Series A Stock shareholders
are owed a dividend amount equal to six percent (6%) per annum
subject to change in the event of default.
The Series A Stock has mandatory conversion requirements into
common stock of Eton upon events, including an underwritten
initial public offering of Eton common stock (IPO). Eton is
required to file a registration statement on Form S-1 with the
United States Securities and Exchange Commission within nine
months of the closing and complete and IPO by December 31, 2018,
subject to extension upon written approval of the holders of a
majority of the Series A Stock.
The foregoing is only a brief description of the License
Agreements and MSA 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 the
document, which is filed as Exhibits 10.1, 10.2 and 10.3 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||
| 10.1 |
Asset Purchase and License Agreement (pentoxifylline) dated May 9, 2017 between Imprimis Pharmaceuticals, Inc. and Eton Pharmaceuticals, Inc. |
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| 10.2 |
Asset Purchase and License Agreement (corticotropin) dated May 9, 2017 between Imprimis Pharmaceuticals, Inc. and Eton Pharmaceuticals, Inc. |
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| 10.3 |
Amend and restated articles of incorporation of Eton Pharmaceuticals, Inc. filed on June 15, 2017 |
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| 10.4 |
Management Services Agreement dated May 1, 2017 between Imprimis Pharmaceuticals, Inc. and Eton Pharmaceuticals, Inc. |
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| 99.1 |
Press Release issued by Eton Pharmaceuticals, Inc. and Imprimis Pharmaceuticals, Inc. on June 20, 2017 |
Imprimis Pharmaceuticals, Inc. ExhibitEX-10.1 2 ex10-1.htm ASSET PURCHASE AND LICENSE AGREEMENT THIS ASSET PURCHASE AND LICENSE AGREEMENT (this “Agreement”) dated as of May 9,…To view the full exhibit click here About IMPRIMIS PHARMACEUTICALS, INC. (NASDAQ:IMMY)
Imprimis Pharmaceuticals, Inc. (Imprimis) is engaged in the development, production and dispensing of compounded pharmaceuticals. The Company operates through the business of developing drug therapies and providing such therapies through sterile and non-sterile pharmaceutical compounding services segment. The Company, through its Imprimis Cares program, owns, markets and dispenses a portfolio of compounded therapeutic in several therapeutic areas, including ophthalmology, urology, otolaryngology and infectious diseases. The Company is also developing Custom Compounding Choice business, which is focused on developing and dispensing a portfolio of non-proprietary compounded drugs for humans and animals in therapeutic areas that may be overlooked by commercial pharmaceutical companies. The Company also offers customizable compounding products that consist of sterile injectable and non-sterile integrative medicine therapies that are used in various therapeutic areas.