Oncobiologics, Inc. (NASDAQ:ONS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

On March 8, 2017, Oncobiologics, Inc. (the Company) entered into
a purchase agreement and a registration rights agreement with an
accredited investor, Lincoln Park Capital Fund, LLC (Lincoln
Park), an Illinois limited liability company, providing for the
purchase of up to $15.4 million worth of the Companys common
stock over the term of the purchase agreement. In connection
therewith and as contemplated by the purchase agreement, on March
8, 2017, the Company issued and sold 150,376 shares of its common
stock, $0.01 par value per share, for $400,000 in cash.

Under the terms and subject to the conditions of the purchase
agreement, the Company has the right, but not the obligation, to
sell to Lincoln Park, and Lincoln Park is obligated to purchase
up to, an additional $15.0 million worth of shares of the
Companys common stock. In connection with the purchase agreement,
the Company issued 113,205 shares of its common stock as initial
commitment shares, to Lincoln Park and the Company will issue,
pro rata, up to an additional 113,206 shares of its common stock
as additional commitment shares to Lincoln Park in connection
with any additional purchases. Such future sales of common stock
by the Company, if any, will be subject to certain limitations,
and may occur from time to time, at the Companys option, over the
30-month period commencing on the date that a registration
statement, which the Company agreed to file with the Securities
and Exchange Commission (the SEC) to the registration rights
agreement, is declared effective by the SEC and a final
prospectus in connection therewith is filed and the other terms
and condition of the purchase agreement are satisfied.

As contemplated by the purchase agreement, and so long as the
closing price of the Companys common stock exceeds $1.50 per
share, then the Company may direct Lincoln Park, at its sole
discretion to purchase up to 30,000 shares of its common stock on
any business day. The price per share for such purchases will be
equal to the lower of: (i) the lowest sale price on the
applicable purchase date and (ii) the arithmetic average of the
three (3) lowest closing sale prices for the Companys common
stock during the ten (10) consecutive business days ending on the
business day immediately preceding such purchase date (in each
case, to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar
transaction that occurs on or after the date of the purchase
agreement). The maximum amount of shares subject to any single
regular purchase increases as the Companys share price increases,
subject to a maximum of $1.0 million.

In addition to regular purchases, the Company may also direct
Lincoln Park to purchase other amounts as accelerated purchases
or as additional purchases if the closing sale price of the
common stock exceeds certain threshold prices as set forth in the
purchase agreement. In all instances, the Company may not sell
shares of its common stock to Lincoln Park under the purchase
agreement if it would result in Lincoln Park beneficially owning
more than 4.99% of its common stock.There are no trading volume
requirements or restrictions under the purchase agreement nor any
upper limits on the price per share that Lincoln Park must pay
for shares of common stock.

Lincoln Park represented to the Company, among other things, that
it was an accredited investor (as such term is defined in Rule
501(a) of Regulation D under the Securities Act of 1933, as
amended (the Securities Act)), and the Company sold the
securities in reliance upon an exemption from registration
contained in Section 4(a)(2) of the Securities Act and Regulation
D promulgated thereunder.

The purchase agreement and the registration rights agreement
contain customary representations, warranties, agreements and
conditions to completing future sale transactions,
indemnification rights and obligations of the parties. The
Company has the right to terminate the purchase agreement at any
time, at no cost or penalty. During any event of default under
the purchase agreement, all of which are outside of Lincoln Parks
control, Lincoln Park does not have the right to terminate the
puchase agreement; however, the Company may not initiate any
regular or other purchase of shares by Lincoln Park, until such
event of default is cured. In addition, in the event of
bankruptcy proceedings by or against the Company, the purchase
agreement will automatically terminate.

Actual sales of shares of common stock to Lincoln Park under the
purchase agreement will depend on a variety of factors to be
determined by the Company from time to time, including, among
others, market conditions, the trading price of the common stock
and determinations by the Company as to the appropriate sources
of funding for the Company and its operations. Lincoln Park has
no right to require any sales by the Company, but is obligated to
make purchases from the Company as it directs in accordance with
the purchase agreement. Lincoln Park has covenanted not to cause
or engage in any manner whatsoever, any direct or indirect short
selling or hedging of the Companys shares.

The net proceeds under the purchase agreement to the Company will
depend on the frequency and prices at which the Company sells
shares of its stock to Lincoln Park. The Company expects that any
proceeds received by the Company from such sales to Lincoln Park
will be used forworking capital and general corporate purposes.

This current report on Form 8-K shall not constitute an offer to
sell or a solicitation of an offer to buy any shares of common
stock, nor shall there be any sale of shares of common stock in
any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other
jurisdiction.

The foregoing descriptions of the purchase agreement and the
registration rights agreement are qualified in their entirety by

reference to the full text of such agreements, copies of which
are attached hereto as Exhibit 10.1 and 10.2, respectively, and
each of which is incorporated herein in its entirety by
reference. The representations, warranties and covenants
contained in such agreements 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 information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02.

(d) Exhibits

About Oncobiologics, Inc. (NASDAQ:ONS)

Oncobiologics, Inc. is a clinical-stage biopharmaceutical company. The Company focuses on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. It focuses on monoclonal antibodies (mAbs) in the disease areas of immunology and oncology. The Company’s BioSymphony Platform focuses on developing and commercializing mAb biosimilars. The Company is developing a portfolio of approximately eight mAb biosimilars. The Company has advanced two product candidates into clinical trials: ONS-3010 and ONS-1045. ONS-3010 is a Phase III-ready biosimilar to adalimumab (Humira). ONS-1045 is a Phase III-ready biosimilar to bevacizumab (Avastin). The Company has identified multiple other biosimilar product candidates, including approximately six candidates that are in preclinical development. ONS-1050 is its trastuzumab (Herceptin) biosimilar. Its other product candidates include ONS-4010, ONS-1055, ONS-3030, ONS-3035 and ONS-3040.

Oncobiologics, Inc. (NASDAQ:ONS) Recent Trading Information

Oncobiologics, Inc. (NASDAQ:ONS) closed its last trading session 00.00 at 2.73 with 18,350 shares trading hands.