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 June 27, 2017, Imprimis Pharmaceuticals, Inc. and its wholly
owned subsidiaries ImprimisRx PA, Inc. and ImprimisRx CA, Inc.
(collectively, the Company) entered into an Asset Purchase
Agreement (the Agreement) with Creative Pharmacy Solutions
Central, LLC (the Buyers). Under the terms of the Agreement, the
Company has agreed to sell substantially all its assets
associated with its sinus related business, including but not
limited to, certain intellectual property rights, trademarks,
copyrights, inventories, equipment, customer lists, databases,
permits, licenses, and assignment of the Companys lease
obligation for its Pennsylvania based pharmacy (the Assets), for
a total purchase price of approximately $450,000.
Under the terms of the Agreement, the Buyers are obligated, upon
the closing, to pay to the Company an aggregate cash amount of
$40,000. In addition, the Buyers are obligated to pay the
remaining $410,000 in the form of a sellers note that will bear
interest at 6% per annum (the Sellers Note). The Buyers will make
forty-eight (48) monthly cash payments to the Company of
$9,628.86 each over the four years following the closing,
totaling $462,185.28; provided however, that the Buyer will have
the option to make a one-time payment of $365,000 any time prior
to December 31, 2017, and the Company will waive any remaining
amounts due of the Seller Note. The principal amount of the
Seller Note may also be reduced by $125,000, if after a period of
60 days following the close, certain revenues associated with the
Assets are less than 60% of the revenues associated with the
Assets 60 days prior to the close of the transaction. The closing
of this transaction is expected to occur on or around July 17,
2017, subject to customary terms and conditions
The foregoing is only a brief description of the Agreement does
not purport to be a complete description of the rights and
obligations of the parties thereunder.
Cautionary Note Regarding Forward-Looking
Statements
This Form 8-K, including the exhibits filed with this Form 8-K,
contains certain forward-looking statements regarding the
proposed transaction between the Company and the Buyers. Actual
events or results may differ materially from those contained in
these forward-looking statements. Among the important factors
that could cause future events or results to vary from those
addressed in the forward-looking statements include, without
limitation, risks and uncertainties arising from the possibility
that the closing of the transaction may be delayed or may not
occur; difficulties with the integration process or the
realization of the expected benefits of the transaction; and
general regulatory developments impacting compounding pharmacies,
outsourcing facilities and the pharmaceutical industry. In
addition, please refer to the documents that the Company files
with the Securities and Exchange Commission on Forms 10-K, 10-Q
and 8-K, which identify and address other important factors that
could cause events and results to differ materially from those
contained in the forward-looking statements set forth in this
Form 8-K and in the Companys other filings. The Company is under
no duty to update any of the forward-looking statements after the
date of this Form 8-K to conform to actual results.
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.
