Inc. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material
Definitive Agreement.

On June 9, 2017, PLx Pharma Inc. (the Company) entered into a
Securities Purchase Agreement (the Purchase Agreement) with
certain investors (the Investors) providing for the issuance and
sale by the Company to the Investors of an aggregate of
approximately $18.2 million of registered and unregistered
securities of the Company (the Offering). to the Purchase
Agreement, the Company agreed, among other things, to issue and
sell to the Investors an aggregate of 2,646,091 shares (the
Shares) of the Companys common stock, par value $0.001 per share
(the Common Stock), at an offering price per share of $6.875 in a
registered direct offering and unregistered warrants to purchase
up to 2,646,091 shares of Common Stock with an exercise price of
$7.50 per share (the Warrants) in a concurrent private placement
(the Private Placement). The Warrants are initially exercisable
six months and one day following issuance and have a term of ten
years from the date of issuance. The closing of the Offering is
expected to take place on or about June 14, 2017, subject to
certain customary closing conditions.

The Shares will be issued to the Companys shelf registration
statement on Form S-3 (File No. 333-204830), which was initially
filed with the Securities and Exchange Commission (the SEC) on
June 9, 2015 and declared effective by the SEC on June 19, 2015.
A prospectus supplement relating to the Offering was filed with
the SEC on June 12, 2017. The Company intends to use the net
proceeds from this offering, together with current cash
resources, to advance Aspertec 325 mg to market-readiness; to
obtain supplemental regulatory approval of Aspertec 81 mg; to
fund the technology transfer and the commercial scale validation
and manufacturing necessary to support both efforts; to begin
funding the hiring of a physician directed sales force to support
the commercial launch of Aspertec in both dose forms and the
expansion of its management team; and to fund working capital,
capital expenditures and other general corporate purposes, which
may include the acquisition or licensing of other products,
businesses or technologies.

The Warrants will be issued and sold without registration under
the Securities Act of 1933, as amended (the Securities Act), in
reliance on the exemptions provided by Section 4(a)(2) of the
Securities Act and/or Regulation D promulgated thereunder and in
reliance on similar exemptions under applicable state laws.
Accordingly, the Investors may only sell the shares of Common
Stock issuable upon exercise of the Warrants (the Warrant Shares)
to an effective registration statement under the Securities Act
covering the resale of those shares, an exemption under Rule 144
under the Securities Act or another applicable exemption under
the Securities Act.

Raymond James Associates, Inc. and Janney Montgomery Scott LLC
(the Placement Agents) have served as the Companys lead placement
agent and co-lead placement agent, respectively, for the Offering
to a Placement Agency Agreement (the Placement Agreement). Under
the Placement Agreement, in consideration for services rendered
as the Placement Agents in the Offering, the Company will pay to
the Placement Agents a cash fee equal to approximately $1.1
million, or 6.0% of the aggregate gross proceeds of the Offering.
The Company also agreed to reimburse the Placement Agents for
their reasonable out-of-pocket expenses incurred in connection
with their engagement and to pay the legal fees of the Placement
Agents counsel up to an aggregate amount of $100,000, with a
separate limitation of $75,000 for legal expenses.

The foregoing descriptions of the Purchase Agreement, the
Warrants and the Placement Agreement do not purport to be
complete and are qualified in their entirety by reference to the
copy of each of the form of Purchase Agreement, the form of
Warrant and the Placement Agreement, which are attached hereto as
Exhibits 99.3, 4.1 and 99.2, respectively, and are incorporated
herein by reference.

The representations, warranties and covenants contained in the
Purchase Agreement, the Warrants and the Placement Agreement were
made solely for the benefit of the parties to the Purchase
Agreement, the Warrants and the Placement Agreement and may be
subject to limitations agreed upon by the contracting parties.
Accordingly, the Purchase Agreement, the Form of Warrant and the
Placement Agreement are incorporated herein by reference only to
provide investors with information regarding the terms of the
Purchase Agreement, the Warrants and the Placement Agreement and
not to provide investors with any other factual information
regarding the Company or its business, and should be read in
conjunction with the disclosures in the Companys periodic reports
and other filings with the SEC.

Item 3.02. Unregistered Sales of Equity
Securities.

The information contained in Item 1.01 of this Form 8-K with
respect to the Private Placement, the Warrants and the Warrant
Shares is incorporated by reference into this Item 3.02 of this
Form 8-K. The Warrants are expected to be issued and sold by the
Company to the Investors on or about June 14, 2017, in
transactions exempt from registration under the Securities Act in
reliance on the exemptions provided by Section 4(a)(2) of the
Securities Act and/or Regulation D promulgated thereunder and in
reliance on similar exemptions under applicable state laws. The
offering of the Warrants did not involve a public offering, and
no general solicitation or advertisement was made in connection
with the offering of the Warrants. Accordingly, the Warrants and
the Warrant Shares have not been registered under the Securities
Act and the Investors may only sell the Warrants and the Warrant
Shares to an effective registration statement under the
Securities Act covering the resale of those securities, an
exemption under Rule 144 under the Securities Act or another
applicable exemption under the Securities Act. Neither this Form
8-K nor the exhibits attached hereto is an offer to sell or the
solicitation of an offer to buy shares of Common Stock or other
securities of the Company.

Item7.01. Regulation FD Disclosure.

On June 12, 2017, the Company issued a press release in
connection with the Offering titled PLx Pharma Inc. Announces
Pricing of Registered Direct Offering. A copy of the press
release is attached hereto as Exhibit99.1 and is incorporated by
reference into this Item7.01 of this Current Report on Form 8-K.

The information in this Current
Report on Form8-K
(including the information in
the Exhibits
attached hereto) that is furnished to
Item 7.01 shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as
amended, except as shall be expressly set forth
by specific reference in such filing.

Item 8.01 Other Events

The Company licenses certain intellectual property rights to a
worldwide, exclusive license agreement with the Board of Regents
of The University of Texas System that was entered into on
January 8, 2003, amended and restated on December 11, 2009, and
subsequently amended on April 15, 2011, and December 17, 2011.
The license agreement and amendments, which have not been
previously filed as exhibits to any report filed to the
Securities Exchange Act of 1934, are being filed herewith as
Exhibits 10.1, 10.2 and 10.3.

Item 9.01. Financial Statements and Exhibits.

Confidential treatment to be requested.

About Inc. (NASDAQ:INCR)

INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.