MOUNT TAM BIOTECHNOLOGIES, INC. (OTCMKTS:MNTM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02Unregistered Sales of Equity Securities.
On April 6, 2018, Mount Tam Biotechnologies, Inc. (the “Company”), and Fromar Investments, LP (the “Lender”) entered into an arrangement whereby Lender would lend the Company $500,000 to the terms of a convertible promissory note (the “Note”). The Note bears interest at a rate of 8.0% per annum and has a maturity date of September 30, 2018. By agreement of the parties, the effective date of the Note is March 5, 2018, and funds are disbursed under the Note to a schedule thereto.
The Company and Lender also entered into a Security Agreement (the “Security Agreement”) to which the Company and the Lender agreed that all amounts, liabilities and obligations owed by the Company to the Lender (including, but not limited to, all amounts owed under the Note) are secured by a second priority security interest in all assets of the Company on the terms and conditions set forth in the Security Agreement. The security interest granted to the Lender is subordinate to the interest granted to 0851229 BC, Ltd. to an amended and restated security agreement dated as of June 14, 2016 (included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on June 15, 2016).
to the terms of the Note, if the Company issues capital stock or any security convertible into or exercisable for its capital stock in a transaction, the primary purpose of which is to raise capital (a “Financing”), the Lender may convert all or any portion of the outstanding principal amount and accrued and unpaid interest into the same securities issued by the Company in the Financing (the “Financing Securities”) at a conversion price equal to eighty percent (80%) of the price per Financing Securities paid by the other investors in the Financing. If the Company consummates a Qualified Financing (as hereinafter defined) then the outstanding principal amount and all accrued and unpaid interest shall automatically convert into the same securities issued to investors in the Qualified Financing (the “Qualified Financing Securities”) at a conversion price equal to eighty percent (80%) of the price per Qualified Financing Securities paid by the other investors in the Qualified Financing. A “Qualified Financing” means a Financing which results in gross proceeds to the Company, in one or a series of related transactions, of at least $2,000,000 (including the aggregate amount of indebtedness converted into equity securities in such Financing), in which either (i) the investor leading negotiations with the Company is a bona fide institutional investor or (ii) the investor leading negotiations with the Company is not a bona fide institutional investor but the Financing includes commercially reasonable customary terms and conditions for an equity financing of an early-stage biopharmaceutical company.
Effective upon a complete funding of the entire principal amount of $500,000, the Company agreed to issue to the Lender 1,000,000 shares of its common stock. The Company agreed to issue to the Lender an additional 1,000,000 shares of its common stock in the event that the Company has not either (i) closed a Financing resulting in funding of at least $1,000,000 to the Company after the date of the Note, but on or before July 1, 2018, or (ii) received a binding term sheet or other similar binding agreement pertaining to a licensing transaction with a company that operates in the pharmaceutical and/or biotech industries that will provide for at least $500,000 in upfront payments to the Company on or before July 1, 2018, as well as milestones and royalties for TAM-01, TAM-3, or for any follow-on compounds of the Company (a “Licensing Transaction”) on or before July 1, 2018. The Company agreed to issue to the Lender an additional 3,000,000 shares of its common stock in the event that the Company has not either (i) closed a Financing resulting in funding of at least $1,000,000 to the Company after the date of the Note, but on or before September 30, 2018, or (ii) received a binding term sheet or other similar binding agreement for a Licensing Transaction on or before September 30, 2018.
In addition to the foregoing, the Company entered into amendment (the “Amendment”) to that certain Amended and Restated Promissory Note with 0851229 BC, Ltd. dated June 13, 2016 (the “June 2016 Note”) whereby the maturity date of the June 2016 Note was extended to September 30, 2018.
The foregoing descriptions of the Note, the Security Agreement, and the Amendment do not purport to be complete and are qualified in their entirety by the terms and conditions of the agreements themselves. Copies of the Note, the Security Agreement, and the Amendment are attached hereto as Exhibit 10.1, 10.2 and 10.3, respectively, and each is incorporated herein by reference.
The Note and the securities of the Company into which the Note is convertible were offered 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. The Lender has represented to the Company that it is an accredited investor. No person received any underwriting discount or commission in connection with the issuance of the securities described herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Mount TAM Biotechnologies, Inc. ExhibitEX-10.1 2 mntm_ex10z1.htm EXHIBIT 10.1 THIS NOTE AND ANY SHARES ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
About MOUNT TAM BIOTECHNOLOGIES, INC. (OTCMKTS:MNTM)
Mount Tam Biotechnologies, Inc., formerly TabacaleraYsidron, Inc., is a specialty biopharmaceutical company established to develop and bring to market a portfolio of pharmaceutical products targeting the treatment of autoimmune diseases. The Company is focused on the development of product candidate in the field of systemic lupus erythematosus (SLE), an orphan autoimmune disease. The Company’s product candidate, TAM-01, is a rapamycin analog, which exerts its action through direct binding and inhibition of the mammalian Target of Rapamycin (mTOR). mTOR is a key regulatory pathway, which is altered in individuals suffering from autoimmune disorders, including lupus. The Company’s product candidate, TAM-01, is a small-molecule inhibitor of mTOR. TAM-01 has completed preliminary toxicology, safety, pharmacokinetics (PK), absorption, distribution, metabolism and excretion (ADME), and preliminary scale up manufacturing studies.
