Ohr Pharmaceutical, Inc. (NASDAQ:OHRP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On April 5, 2017, Ohr Pharmaceutical, Inc., a Delaware
corporation (the Company), entered into a securities purchase
agreement (the Securities Purchase Agreement) with various
purchasers set forth on the pages thereto (the Purchasers). to
the Securities Purchase Agreement, the Company agreed to issue
and sell to the Purchasers in a registered offering an aggregate
of 20,250,032 shares of its common stock, together with warrants
(Warrants) exercisable for up to an aggregate of 14,175,059
shares of its common stock. The net proceeds to the Company from
the offering are expected to be approximately $12.7 million,
after deducting placement agent fees and estimated offering
expenses payable by the Company, but excluding the proceeds, if
any, from the exercise of the Warrants issued in the offering.
The offering is expected to close on or about April 10, 2017,
subject to receipt of investor funds in escrow and customary
closing conditions.
The Warrants have an exercise price of $1.00 per share. Following
the one year anniversary of the date the Warrants are issued, the
holders of the Warrants may exercise the Warrants through a
cashless exercise, in whole or in part. The Warrants will be
immediately exercisable and will expire on the five year
anniversary of the date of issuance.
The Company has engaged Rodman Renshaw, a unit of H.C. Wainwright
Co., LLC (Wainwright) and Chardan Capital Markets, LLC
(collectively with Wainwright, the Placement Agents) as co-lead
placement agents the offering to a Placement Agent Agreement
dated as of April 5, 2017 (the Placement Agent Agreement).
Each of the Securities Purchase Agreement and the Placement Agent
Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, including for
liabilities under the Securities Act of 1933, as amended,
termination provisions, and other obligations and rights of the
parties thereto. The representations, warranties and covenants
contained in the Purchase Agreement and the Placement Agent
Agreement were made only for purposes of such agreements and as
of specific dates, were solely for the benefit of the parties to
such agreements, and may be subject to limitations agreed upon by
the contracting parties.
The Company has agreed to pay the Placement Agents a cash fee
equal to 8.0% of the aggregate gross proceeds in the offering.
The Company also agreed to reimburse the Placement Agents for
aggregate offering expenses of up to $75,000.
The offering of shares of common stock and Warrants is being made
to the Companys effective shelf registration statement on Form
S-3 (Registration Statement No. 333-201368) previously filed with
the Securities and Exchange Commission and a prospectus
supplement thereunder. A copy of the opinion of Troutman Sanders
LLP relating to the legality of the issuance and sale of the
securities in the offering is attached as Exhibit 5.1 hereto. On
April 5, 2017, the Company issued a press release in connection
with the offering. A copy of the press release is attached as
Exhibit 99.1.
The foregoing descriptions of the Warrants, the Securities
Purchase Agreement and the Placement Agent Agreement are not
complete and are qualified in their entireties by reference to
the full text of the Warrants, the Securities Purchase Agreement
and the Placement Agent Agreement, copies of which are filed
herewith as Exhibit 4.1, Exhibit 10.1 and Exhibit 10.2,
respectively, to this Current Report on Form 8-K and are
incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements that are subject to a number of risks and
uncertainties, including statements about the Companys
expectations regarding the completion of the offering. Words such
as estimate, expected, will and similar expressions are intended
to identify forward-looking statements. These forward-looking
statements are based upon the Companys current expectations.
Forward-looking statements involve risks and uncertainties.
Actual results and the timing of events may differ materially
from those set forth in this report due to risks and
uncertainties associated with the satisfaction of the conditions
to close the offering. Risk factors related to us, our business
and the offering are discussed under Risk Factors and elsewhere
in our final prospectus supplement and accompanying prospectus,
dated April 5, 2017 and other filings with the Securities and
Exchange Commission. Except as required by law, the Company
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in our
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are
based.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 4.1 | Form of Warrant |
| 5.1 | Opinion of Troutman Sanders LLP |
| 10.1 |
Securities Purchase Agreement dated as of April 5, 2017, by and among Ohr Pharmaceutical, Inc. and the purchasers listed therein |
| 10.2 |
Placement Agent Agreement dated as of April 5, 2017, by and among Ohr Pharmaceutical, Inc., Chardan Capital Markets, LLC and H.C. Wainwright Co., LLC |
| 23.1 | Consent of Troutman Sanders LLP (included in Exhibit 5.1) |
| 99.1 | Press Release dated April 5, 2017 |
About Ohr Pharmaceutical, Inc. (NASDAQ:OHRP)
Ohr Pharmaceutical, Inc. is a pharmaceutical company focused on the development of therapeutics and delivery technologies for the treatment of ocular disease. The Company’s development pipeline consists of several programs and indications at various stages of development. Its product pipeline includes Squalamine Lactate Ophthalmic Solution 0.2% (Squalamine, also known as OHR-102), SKS Sustained Release Ocular Drug Delivery Platform Technology, Animal Model for Dry- Age-Related Macular Degeneration (AMD) and Non-Ophthalmology Assets. OHR-102 is a therapeutic product that provides a non-invasive therapy to improve vision outcomes. The SKS sustained release technology is designed to develop drug formulations for ocular disease. In the Company’s animal model for dry-AMD, mice are immunized with a carboxyethylpyrrole, which is bound to mouse serum albumin. It also owns various other compounds in earlier stages of development, including the PTP1b inhibitor Trodusquemine and related analogs. Ohr Pharmaceutical, Inc. (NASDAQ:OHRP) Recent Trading Information
Ohr Pharmaceutical, Inc. (NASDAQ:OHRP) closed its last trading session up +0.005 at 0.665 with 1,661,826 shares trading hands.