Oncobiologics, Inc. (NASDAQ:ONS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry Into a Material Definitive Agreement |
On April 13, 2017, Oncobiologics, Inc. (the Company) entered into
the First Amendment to Note and Warrant Purchase Agreement (the
Amendment) with the required holders of its outstanding senior
secured promissory notes (the Notes) named therein, to amend
certain terms of that certain Note and Warrant Purchase Agreement
(the NWPA) dated December 22, 2016. The primary purpose of the
Amendment was to increase the amount of Notes, which bear
interest at a rate of 5% per annum and mature 12 months from the
date of the NWPA, that may be issued to the NWPA from $10.0
million to $15.0 million, permit the issuance of additional
warrants (which have a 5-year term and an exercise price of $3.00
per share (the Warrants)) to acquire an aggregate 1,665,000
shares of its common stock in connection therewith, as well as
increase the amount of time for the Company to issue additional
Notes and Warrants in additional closings under the NWPA without
approval of the holders of the Notes from 90 days to 180 days.
As previously disclosed, the Company closed the initial sale and
purchase of the Notes and Warrants on December 22, 2016, issuing
$8.35 million aggregate principal amount of Notes and Warrants to
acquire an aggregate 1,920,500 shares of its common stock in
exchange for $6.5 million of cash and an aggregate of $1.85
million of existing unsecured bridge notes issued by the Company
in October, November and December 2016. In January 2017, the
Company then sold an additional $1.65 million of Notes and issued
Warrants to acquire 379,500 shares of its common stock. The
Company also entered into a Security Agreement and an
Intellectual Property Security Agreement, each dated December 22,
2016, granting the holders of the Notes a security interest in
all of its assets, as well as a Registration Rights Agreement
dated February 3, 2017 with the purchasers of Notes and Warrants
issued to the NWPA. New purchasers of Notes and Warrants under
the NWPA as amended by the Amendment will become parties to these
agreements.
In connection with the Amendment, on April 13, 2017 the Company
issued an additional $3.5 million aggregate principal amount of
Notes and Warrants to acquire an aggregate 1,165,500 shares of
its common stock in exchange for $3.5 million of cash. Under the
NWPA as amended by the Amendment, the Company may now issue up to
$1.5 million of additional Notes and Warrants to acquire up to an
additional 499,500 shares of its common stock in additional
closings over 180 days from the original date of the NWPA without
approval of the holders of the Notes.
The foregoing summary of the Amendment is qualified in its
entirety by reference to the complete text of such Amendment, a
copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.1.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure in Item 1.01 is incorporated by reference into
this Item.
| Item 3.02 | Unregistered Sales of Equity Securities |
The disclosure in Item 1.01 is incorporated by reference into
this Item.
| Item 8.01 | Other Information |
On April 17, 2017, the Company issued a press release regarding
the amendment to the NWPA and issuance of additional Notes and
Warrants described herein, which is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 |
First Amendment to Note and Warrant Purchase Agreement by and among Oncobiologics, Inc. and the Note holders named therein, dated April 13, 2017 |
|
| 99.1 | Press Release dated April 17, 2017 |
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 up +0.14 at 2.19 with 44,441 shares trading hands.
