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 December 19, 2016, Imprimis Pharmaceuticals, Inc. (the
Company) entered into a securities purchase agreement (the
Purchase Agreement) with certain purchasers identified on the
schedule of buyers attached thereto (the Investors), which
provides for the sale by the Company of approximately 5.2 million
Units, with each Unit consisting of one share of common stock of
the Company, par value $0.001 per share (the Common Stock), and
one warrant to purchase one share of Common Stock (the Investor
Warrants), at a price of $1.915 per Unit for aggregate gross
proceeds of approximately $10 million (the Offering). The
Investor Warrants have an exercise price of $1.79 per share, are
non-exercisable for the first six months and will expire three
years from the date of issuance. The Investors include three
executive officers and/or directors of the Company, each of whom
agreed to purchase the Units on the same terms and conditions as
the other Investors, and who collectively agreed to purchase
295,000 Units shares for an aggregate purchase price of $564,925.
The Company expects to close the Offering (the Closing) by
December 28, 2016.
At Closing, the Company will pay National Securities Corporation
(the Placement Agent), in consideration for its services as
placement agent for the Offering, a cash amount equal to 7.5% of
the gross proceeds from the sale of the Units. The Company will
also issue to the Placement Agent a warrant (the Agent Warrant)
to purchase up to that number of shares of Common Stock equal to
4% of the shares of Common Stock included in the Units (excluding
the shares of Common Stock underlying the Investor Warrants) sold
in the Offering. The Agent Warrant will be issued on the same
terms and conditions of the Investor Warrants.
to the Purchase Agreement, the Company has agreed to indemnify
the Investors for liabilities arising out of or relating to (i)
any breach of any of the representations, warranties, covenants
or agreements made by the Company in the Purchase Agreement or
related documents or (ii) any action instituted against an
Investor with respect to the Offering, subject to certain
exceptions. The Purchase Agreement also contains customary
representations and warranties and covenants of the Company and
is subject to customary closing conditions.
In addition, at the Closing the Company will enter into a
registration rights agreement (the Registration Rights Agreement)
with the Investors to which the Company will agree to register
for resale the shares of Common Stock and the shares of Common
Stock underlying the Investor Warrants sold in the Offering.
Under the terms of the Registration Statement, the Company will
commit to file the registration statement no later than 30 days
after the Closing and to cause the registration statement to
become effective no later than the earlier of (i) five business
days after the SEC informs the Company that no review of the
registration statement will be made or that the SEC has no
further comments on the registration statement or (ii) 120 days
after the Closing. The Registration Rights Agreement provides for
liquidated damages upon the occurrence of certain events,
including the Companys failure to file the registration statement
or cause it to become effective by the deadlines set forth above.
The amount of liquidated damages payable to an Investor would be
1% of the aggregate amount invested by such Investor for each
30-day period, or pro rata portion thereof, during which the
default continues, up to a maximum amount of 10% of the aggregate
amount invested by such Investor to the Purchase Agreement. The
Placement Agent will receive registration rights with respect to
the shares of Common Stock underlying the Agent Warrant on the
same terms and conditions as the Investors.
The Units to be issued in the Offering were offered and will be
sold exclusively to accredited investors, and the Agent Warrant
was offered and will be sold to the Placement Agent, in a
transaction exempt from registration under the Securities Act of
1933, as amended (the Securities Act), as a transaction not
involving a public offering, to Section 4(a)(2) of the Securities
Act and Rule 506(b) of Regulation D promulgated thereunder.
The foregoing summaries of the Purchase Agreement, Registration
Rights Agreement and the Investor Warrants are qualified in their
entirety by reference to the full text of the agreements, which
are attached as Exhibits 10.1, 10.2 and 10.3 hereto and are
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The disclosure under Item 1.01 is incorporated herein by
reference to the extent required.
Item9.01 Financial Statements and Exhibits
(d)Exhibits
| Exhibit No. | Description | |
| 10.1 |
Securities Purchase Agreement, dated December 19, 2016, between the Registrant and the Investors party thereto |
|
| 10.2 |
Form of Registration Rights Agreement between the Registrant and the Investors party thereto |
|
| 10.3 | Form of Investor Warrant | |
| 99.1 | Press Release issued by the Registrant on December 19, 2016 |
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. Imprimis Pharmaceuticals, Inc. (NASDAQ:IMMY) Recent Trading Information
Imprimis Pharmaceuticals, Inc. (NASDAQ:IMMY) closed its last trading session up +0.37 at 2.82 with 957,597 shares trading hands.