OncBioMune Pharmaceuticals, Inc. (OTCMKTS:OBMP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Forbearance Agreement Related to November 2016
Convertible Notes
Effective as of May 23, 2017, the Company entered into a
Forbearance Agreement by and among Cavalry Fund I LP, Lincoln
Park Capital Fund, LLC and Puritan Partners LLC (the Holders)
(the Forbearance Agreement) as it relates to the aggregate
principal amount $350,000 14.29% Original Issue Discount 10%
Senior Secured Convertible Notes issued by the Company on
November 23, 2016 (the November 2016 Notes). The Company failed
to make a payment on May 23, 2017 to each of the Holders as
required by Section 2(b) of the November 2016 Notes which
resulted in an event of default under such notes. As of result of
the event of default, the aggregate amount owing under the
November 2016 Notes as of May 23, 2017 was increased to $515,858
with such amount including a mandatory default amount and accrued
interest. The Forbearance Agreement also provides for the Holders
to forbear their right to demand an immediate cash payment of the
principal amount due plus accrued interest as a result of the
Companys failure to satisfy its payment obligations to the Holder
on May 23, 2017 so long as the Company complies with its other
obligations under the November 2016 Notes and the other
Transaction Documents. In consideration therefore, and as
currently set forth in the November 2016 Notes, the Holders shall
be entitled to convert such notes from time to time at their
discretion in accordance with the terms of the November 2016
Notes and the November 2016 Notes shall not be subject to
repayment unless agreed to by the Holder of such Note.
In connection with and as a condition to the Forbearance
Agreement, the Company agreed to deliver to each of the Holders
(i) an amended affidavit of confession reflecting the increased
amounts owing under such Holders note, an (ii) an irrevocable
transfer agent instructions increasing the reserve to five (5)
times the number of shares of commons stock of the Company
issuable on conversion of the November 2016 Notes and exercise of
the warrants issued to them in connection with their purchase of
the November 2016 Notes and (iii) documents the terms of which
are the same as those evidencing the November 2016 Notes
satisfactory to the Holders providing that the Holders can
provide at their discretion in the aggregate up to $200,000 of
proceeds to the Company.
June 2017 Financing
General. Effective as of June 2, 2017
(the Original Issue Date) the Company entered into and closed on
the transaction set forth in the Securities Purchase Agreement
(the Securities Purchase Agreement) it entered into with three
institutional investors (the Purchasers) for the sale of the
Companys convertible notes and warrants. to the terms provided
for in the Securities Purchase Agreement, the Company issued upon
closing to the Purchasers for an aggregate subscription amount of
$233,345: (i) 14.29% Original Issue Discount 10% Senior Secured
Convertible Notes (the June 2017 Notes); and (ii) warrants (the
June 2017 Warrants) to purchase 1,555,633 shares of the Companys
common stock, par value $0.001 per share (the Common Stock) at an
exercise price of $0.175 (subject to adjustments under certain
conditions as defined in the June 2017 Warrants). The closing
under the Securities Purchase Agreement occurred effect as of
June 2, 2017.
The June 2017 Notes. The aggregate
principal amount of the June 2017 Notes is $233,345 and the
Company will receive $200,000 after giving effect to the original
issue discount of $33,345. The June 2017 Notes bear interest at a
rate equal to 10% per annum (which interest rate is increased to
24% per annum upon the occurrence of an Event of Default (as
defined in the June 2017 Notes)), have a maturity date of
February 2, 2018 and are convertible (principal, and interest) at
any time after the issuance date of issuance into shares of the
Companys Common Stock at a conversion price equal to $0.15 per
share (subject to adjustment as provided in the Note), provided,
however, that if an event of default has occurred, regardless of
whether such Event of Default has been cured or remains ongoing,
the June 2017 Note shall be convertible at 60% of the lowest
closing price during the prior twenty trading days of the Common
Stock as reported on the OTCQB or other principal trading market
(the Default Conversion Price). The June 2017 Notes provide for
two amortization payments on the six-month, seven-month and
eight-month anniversary of the issue date with each amortization
payment being one third of the total outstanding principal and
interest. If the six-month amortization payment is made in cash
then the payment is an amount equal to 120% of the applicable
amortization payment and if the seven-month or the eight-month
amortization payments are made in cash then the payment is an
amount equal to 125% of the applicable amortization payment. The
June 2017 Notes may be prepaid at any time until the 180th day
following the Original Issue Date at an amount equal to (i) 115%
of outstanding principal balance of the Note and accrued and
unpaid interest during the period from the Original Issue Date
through the three months following the Original Issue Date, and
(ii) 120% of outstanding principal balance of the June 2017 Notes
and accrued and unpaid interest during months four through six
following the Original Issue Date. In order to prepay the June
2017 Notes, the Company shall provide 20 Trading Days prior
written notice to the Holder, during which time the Holder may
convert the June 2017 Notes in whole or in part at the Conversion
Price.
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The June 2017 Notes contain certain covenants, such as
restrictions on the incurrence of indebtedness, creation of
liens, payment of restricted payments, redemptions, payment of
cash dividends and the transfer of assets. The June 2017 Notes
also contain certain adjustment provisions that apply in
connection with any stock split, stock dividend, stock
combination, recapitalization or similar transactions. The
conversion price is subject to adjustment if we issue or sell
shares of our common stock for a consideration per share less
than the conversion price then in effect, or issue options,
warrants or other securities convertible or exchange for shares
of our common stock at a conversion or exercise price less than
the conversion price of the June 2017 Notes then in effect. If
either of these events should occur, the conversion price is
reduced to the lowest price at which these securities were issued
or are exercisable. We granted the Purchasers certain rights of
first refusal on future offerings by us for as long as the
Purchasers hold the June 2017 Notes. In addition, subject to
limited exceptions, the Purchasers will not have the right to
convert any portion of the Note if the Purchaser, together with
its affiliates, would beneficially own in excess of 4.99% of the
number of shares of the Companys Common Stock outstanding
immediately after giving effect to its conversion. The Purchaser
may increase or decrease their ownership limitation to any
percentage not exceeding 9.99% upon 61 days prior written notice
to us.
The June 2017 Warrants. As described
above, holders of the June 2017 Notes received June 2017 Warrants
to purchase 1,555,633 shares of Common Stock. The initial
exercise price for the June 2017 Warrants is $0.175 per share,
subject to adjustment as described below, and the June 2017
Warrants are exercisable for five years after the issuance date.
The June 2017 Warrants are exercisable for shares of Common Stock
upon the payment in cash of the exercise price and they are also
exercisable on a cashless basis at any time there is no effective
registration statement registering the shares of Common Stock
underlying the June 2017 Warrants. The exercise price of the June
2017 Warrants is subject to adjustment in the event of certain
stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting the
Common Stock and also upon any distributions of assets, including
cash, stock or other property to the Companys stockholders. The
exercise price of the June 2017 Warrants is also subject to full
ratchet price adjustment if the Company sells or grants any
option to purchase, sell or re-price any Common Stock or Common
Stock Equivalents (as defined therein) at an exercise price lower
than the then-current exercise price of the Warrant with the
exception for certain exempted issuances and subject to certain
limitations on the reduction of the exercise price as provided in
the June 2017 Warrants. In the event of a fundamental
transaction, as described in the June 2017 Warrants and generally
including any reorganization, recapitalization or
reclassification of the Common Stock, the sale, transfer or other
disposition of all or substantially all of the Companys
properties or assets, the Companys consolidation or merger with
or into another person, the acquisition of more than 50% of the
outstanding Common Stock, or any person or group becoming the
beneficial owner of 50% of the voting power represented by the
outstanding Common Stock, the holders of the June 2017 Warrants
will be entitled to receive upon exercise of the June 2017
Warrants the kind and amount of securities, cash or other
property that the holders would have received had they exercised
the June 2017 Warrants immediately prior to such fundamental
transaction; provided that upon the occurrence of certain
fundamental transactions, the holder can require the Company to
purchase the Warrant for cash at a price equal to the higher of
the Black Scholes Value of the unexercised portion of the Warrant
or difference between the cash per share paid in the fundamental
transaction and the exercise price per share. The holder of June
2017 Warrants will not have the right to exercise any portion of
the Warrant if the holder (together with its affiliates) would
beneficially own in excess of 9.99% of the number of shares of
Common Stock outstanding immediately after giving effect to the
exercise, as such percentage ownership is determined in
accordance with the terms of the June 2017 Warrants. The
foregoing description is qualified in its entirety by reference
to the full text of the form of Warrant filed as Exhibit 10.4
hereto and is incorporated by reference into this Item 1.01.
Ancillary Agreements. In connection
with the Companys obligations under the June 2017 Notes, the
Company and its subsidiaries, OncBioMune, Inc. and Vitel
Laboratorios, S.A. de C.V. (the Subsidiaries) entered into a
Security Agreement, Pledge Agreement and Subsidiary Guaranty with
Calvary Fund I LP, as agent, to which the Company and is
Subsidiaries granted a lien on all assets of the Company and the
Subsidiaries (the Collateral) excluding permitted indebtedness
which includes a first lien held by Regions Bank in connection
with the $100,000 revolving promissory note entered into with
Regions Bank in October 2014 and the November 2016 Notes, for the
benefit of the Purchasers, to secure the Companys obligations
under the June 2017 Notes. Upon an Event of Default (as defined
in the June 2017 Notes), the Purchasers may, among other things,
collect or take possession of the Collateral, proceed with the
foreclosure of the security interest in the Collateral or sell,
lease or dispose of the Collateral.
Additional Purchaser Rights and Company
Obligations
The Securities Purchase Agreement includes additional purchaser
rights and Company obligations including obligations on the
Company to reimburse the Purchasers $10,000 for legal fees and
expenses, satisfy the current public information requirements
under SEC Rule 144(c), obligations on the Company with respect to
the use of proceeds from the sale of securities: (i) to make a
payment on account of a right to a drug ($50,000), (ii) investor
relations and marketing ($25,000) and (iii) working capital
purposes, and no portion of such proceeds shall be used for: (a)
for the satisfaction of any other portion of the Companys debt
(other than payment of trade payables in the ordinary course of
the Companys business and prior practices), (b) for the
redemption of any Common Stock or Common Stock Equivalents, (c)
for the settlement of any outstanding litigation, (d) in
violation of FCPA or OFAC regulations, or to lend money, give
credit, or make advances to any officers, directors, employees or
affiliates of the Company. In addition, the Purchasers have
certain rights to participate in future Company financings.
Reference should be made to the full text of the Securities
Purchase Agreement incorporated by reference as Exhibit 10.2
hereto, which is incorporated by reference into this Item 1.01.
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The foregoing description of the terms of the Securities Purchase
Agreement, the June 2017 Notes, the Security Agreement, the June
2017 Warrants, the Pledge Agreement, the Subsidiary Guaranty and
the Forbearance Agreement, do not purport to be complete and are
qualified in their entirety by reference to the provisions of
such agreements, the forms of which are filed as exhibits 10.1,
10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 to this Current Report on
Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Information concerning the Companys issuance of the June 2017
Notes and June 2017 Warrants as set forth in Item 1.01 above is
incorporated herein to this Item 2.03 by this reference.
Item 3.02 Unregistered Sales of Equity
Securities.
Information concerning the Companys issuance of the June 2017
Notes and June 2017 Warrants as set forth in Item 1.01 above is
incorporated herein to this Item 3.02 by this reference.
The issuance of the June 2017 Notes and the June 2017 Warrants
Common is exempt from the registration requirements from the
Securities Act of 1933, as amended, to Section 4(a)(2) thereof.
The Company has not engaged in general solicitation or
advertising with regard to the issuance and sale of the June 2017
Notes and the June 2017 Warrants and has not offered securities
to the public in connection with such issuance and sale.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number | Description | |
10.1 |
Securities Purchase Agreement dated as of November 23, 2016 (incorporated by reference to Exhibit 10.1 of the Companys Form 10-Q filed with the SEC on November 21, 2016). |
|
10.2 |
Form of Note (incorporated by reference to Exhibit 10.2 of the Companys Form 10-Q filed with the SEC on November 21, 2016). |
|
10.3 |
Form of Warrant (incorporated by reference to Exhibit 10.3 of the Companys Form 10-Q filed with the SEC on November 21, 2016). |
|
10.4 |
Form of Security Agreement (incorporated by reference to Exhibit 10.4 of the Companys Form 10-Q filed with the SEC on November 21, 2016). |
|
10.5 |
Form of Pledge Agreement (incorporated by reference to Exhibit 10.5 of the Companys Form 10-Q filed with the SEC on November 21, 2016). |
|
10.6 |
Form of Subsidiary Guaranty (incorporated by reference to Exhibit 10.6 of the Companys Form 10-Q filed with the SEC on November 21, 2016). |
|
10.7* |
Forbearance Agreement by and among OncBioMune Pharmaceuticals, Inc., Cavalry Fund I LP, Lincoln Park Capital Fund, LLC and Puritan Partners LLC dated as of May 23, 2017. |
* Filed herewith.
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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).