OncBioMune Pharmaceuticals, Inc. (OTCMKTS:OBMP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On June 3 2019, OncBioMune Pharmaceuticals, Inc. (the “Company”) entered into Securities Purchase Agreements (each, an “SPA”) with a group of investors (the “Investors”) to purchase a series of convertible notes (the “Notes”) and accompanying warrants (the “Warrants”) for an aggregate investment amount of $ 116,250.00. Each SPA contains customary representations, warranties, and covenants of the Company and each Investor as detailed therein.
The Notes were issued with a 10% original issuance discount and have an aggregate face value of $ 129,167.67 and bear an interest rate of 5% per annum (which shall increase to 18% per year upon the occurrence of an “Event of Default” (as defined in the Notes)), shall mature on February 3, 2020 (the “Maturity Date”). The principal and interest due under the Notes is payable in three equal payments in cash (or in shares of common stock at the Company’s election and subject to certain conditions in the Notes) on December 3, 2019, January 3, 2020 and the Maturity Date (each, a “Payment Date”). The Notes are convertible at any time into shares of the Company’s common stock at a conversion price equal to $0.02 per share for any amount of principal and accrued interest remaining outstanding (subject to adjustment as provided therein); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days. The Company may prepay any of the Notes at any time until the first Payment Date at an amount between 115% and 120% of outstanding principal balance and accrued interest, depending on the date of prepayment.
In connection with the Notes, each Investor was issued a Warrant to purchase an amount of common stock equal to 75% of the Shares issuable upon conversion of the Note issued to such Investor at an exercise price of $0.04 per share (subject to adjustment as provided therein) until June 3, 2024. The Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the warrants.
The foregoing description of the SPA, the Notes and the Warrants does not purport to be complete, and is qualified in its entirety by reference to Exhibits 4.1, 4.2 and 10.1 hereto, which are incorporated by reference herein.
Information concerning the Company’s issuance of the Notes as set forth in Item 1.01 above is incorporated herein to this Item 2.03 by this reference.
Information concerning the Company’s issuance of the Notes and the Warrants as set forth in Item 1.01 above is incorporated herein to this Item 3.02 by this reference.
The Notes, Warrants and the shares issuable upon the conversion of the Notes or the exercise of the Warrants are not registered under the Securities Act of the 1933, as amended (the “Securities Act”), or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D thereunder. In connection with the Investors’ execution of the Purchase Agreements, each Investor represented to the Company that it is an “accredited investor” as defined in Regulation D of the Securities Act and that the securities being purchased by it are being acquired solely for their its own account and for investment purposes and not with a view to the future sale or distribution.
(d) Exhibits
| 4.1 | Form of Note |
| 4.2 | Form of Warrant |
| 10.1 | Securities Purchase Agreement |
OncBioMune Pharmaceuticals, Inc Exhibit
EX-4.1 2 ex4-1.htm execution Copy NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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About OncBioMune Pharmaceuticals, Inc. (OTCMKTS:OBMP)
OncBioMune Pharmaceuticals, Inc., formerly Quint Media Inc., is a biotechnology company. The Company specializes in various cancer therapies. The Company focuses on developing breast and prostate cancer therapeutic vaccines, and a process for the growth of cancer cells and targeted chemotherapies. The Company’s vaccine technology is designed to stimulate the immune system to selectively attack cancer cells without harm to the patient. The Company’s product portfolio consists of approximately three target therapies and a vaccine platform that allows creation of a therapeutic vaccine for various solid tumor cancer. The Company’s lead product, ProscaVax is indicated for prostate cancer. The Company focuses on planning Phase II clinical trials of ProscaVax. The Company is also focused on development of its other technologies, such as the paclitaxel-albumin conjugate. It also has a portfolio of targeted therapies, some of which are biosimilars to drugs, including paclitaxel (Abraxane).