Ohr Pharmaceutical, Inc. (NASDAQ:OHRP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement.

On December 7, 2016, Ohr Pharmaceutical, Inc., a Delaware
corporation (the Company), entered into a securities purchase
agreement (the Purchase Agreement) with various purchasers set
forth on the pages thereto (the Purchasers). to the Purchase
Agreement, the Company agreed to issue and sell to the Purchasers
in a registered offering an aggregate of 3,885,000 shares of our
common stock, together with Series A common stock purchase
warrants (Series A Warrants) exercisable for up to an aggregate
of 1,942,500 shares of common stock and Series B common stock
purchase warrants (Series B Warrants) exercisable for up to an
aggregate of 3,885,000 shares of common stock. The net proceeds
to the Company from the offering are expected to be approximately
$6.9 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 Series A Warrants and
Series B Warrants issued in the offering. The offering is
expected to close on or about December 13, 2016, subject to
customary closing conditions.

The Series A Warrant has an exercise price of $2.75 per share and
the Series B Warrant has an exercise price of $3.00 per share.
The Series A Warrants will be immediately exercisable and will
expire on the five year anniversary of the date of issuance. The
Series B Warrants will be immediately exercisable and will expire
on the six month anniversary of the date of issuance.

to a letter agreement dated December 2, 2016 (the Engagement
Letter), the Company engaged H.C. Wainwright Co., LLC
(Wainwright) to act as its exclusive placement agent in
connection with the issuance and sale of the securities in the
offering. The Company has agreed to pay Wainwright 7.5% of the
aggregate gross proceeds in the offering, 1% of which will be
paid to LifeSci Capital. The Company also agreed to pay
Wainwright a management fee of 1.0% of the aggregate gross
proceeds in the offering and reimburse Wainwright for certain
expenses up to $125,000 in connection with the offering.

The offering of shares of common stock, the Series A Warrant and
the Series B Warrant 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 December 7, 2016 and December 8, 2016,
the Company issued press releases in connection with the
offering. Copies of the press releases are attached as Exhibits
99.1 and Exhibit 99.2.

The Purchase 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. The representations, warranties and covenants contained
in the Purchase Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit
of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties.

The foregoing descriptions of the Series A Warrant, the Series B
Warrant, the Purchase Agreement and the Engagement Letter are not
complete and are qualified in their entireties by reference to
the full text of the Series A Warrant, the Series B Warrant, the
Purchase Agreement and the Engagement Letter, copies of which are
filed herewith as Exhibit 4.1, Exhibit 4.2, Exhibit 10.1 and
Exhibit 10.2, respectively, to this Current Report on Form 8-K
and are incorporated by reference herein.

Item 2.02Results of Operations and Financial
Condition.

The Company expects to report that it had approximately $12.5
million of cash, cash equivalents and short-term investments as
of September 30, 2016. This amount is preliminary and unaudited,
has not been reviewed and is subject to change upon completion of
the audit of the Companys consolidated financial statements as of
and for the fiscal year ended September 30, 2016. As a result,
this amount may differ from the amount that will be reflected in
the Companys financial statements as of and for the year ended
September 30, 2016.

The information in this Item 2.02 of this Current Report on Form
8-K is being furnished, and shall not be deemed filed, for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to liability under that section,
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 a filing.

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 prospectus supplement and accompanying prospectus, dated
December 7, 2016 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 9.01Financial Statements and Exhibits.

(d) Exhibits:

About Ohr Pharmaceutical, Inc. (NASDAQ:OHRP)

Ohr Pharmaceutical, Inc. is a pharmaceutical company. The Company is focusing on the development of therapeutics and delivery technologies for the treatment of ocular disease. The Company’s development pipeline consists of various programs and indications at various stages of development. The Company’s clinical program, OHR-102 eye drops, is a therapeutic product that provides a non-invasive therapy to improve vision outcomes without requiring multiple injections per office visit. The Company focuses on OHR-102 eye drops, which is given in combination with Lucentis injections, for the treatment of retinal diseases, including wet-age-related macular degeneration (AMD), retinal vein occlusion and proliferative diabetic retinopathy. The Company’s product pipeline also includes SKS Sustained Release Ocular Drug Delivery Platform Technology, Animal Model for Dry-AMD and Non-Ophthalmology Assets. OHR-102 is a small molecule anti-angiogenic drug with an intracellular mechanism of action.

Ohr Pharmaceutical, Inc. (NASDAQ:OHRP) Recent Trading Information

Ohr Pharmaceutical, Inc. (NASDAQ:OHRP) closed its last trading session up +0.05 at 1.95 with 293,747 shares trading hands.