Oncobiologics, Inc. (NASDAQ:ONSIU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry Into a Material Definitive Agreement |
On December 22, 2016, Oncobiologics, Inc. (the Company) entered
into a Note and Warrant Purchase Agreement with the accredited
investors named therein providing for the issuance and sale of up
to $10.0 million of senior secured promissory notes (the Notes),
which bear interest at a rate of 5.0% per year and mature
December 22, 2017 and warrants to acquire an aggregate 2.3
million shares of its common stock (the Warrants). The Warrants
have a 5-year term and an exercise price of $3.00 per share. 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. The Company used approximately $2.4 million of the
proceeds from the sale of the Notes and Warrants to pay off its
existing senior secured bank loans, and will use the remainder
for working capital purposes as it pursues strategic
opportunities. The Company may issue up to $1.65 million of
additional Notes and Warrants to acquire up to an additional
379,500 shares of its common stock in additional closings over
the next 90 days without approval of the holders of the Notes.
Under the Note and Warrant Purchase Agreement, the Company agreed
to customary negative covenants restricting its ability to repay
indebtedness to officers, pay dividends to stockholders, repay or
incur other indebtedness other than as permitted, grant or suffer
to exist a security interest in any of the Companys assets, other
than as permitted, or enter into any transactions with
affiliates. In addition to the negative covenants in the Note and
Warrant Purchase Agreement, the Notes include customary events of
default.
In connection with the closing of the initial sale of the Notes
and Warrants, the Company 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.
Two directors of the Company, Messrs. Canute and Dyrness,
participated in the financing by exchanging unsecured bridge
notes having an aggregate principal amount of $0.4 million that
they acquired in November 2016 for Notes having the same
aggregate principal amount and Warrants to acquire an aggregate
92,000 shares of common stock.
The foregoing summaries of the Note and Warrant Purchase
Agreement, Form of Note, Form of Warrant, Security Agreement and
Intellectual Property Security Agreement are qualified in their
entirety by reference to the complete text of such documents,
copies of which are attached to this Current Report on Form 8-K
as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5.
| 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 3.03 |
Material Modification to Rights of Security Holders. |
The disclosure in Item 1.01 is incorporated by reference into
this Item.
| Item 8.01 | Other Information |
On December 23, 2016, the Company issued a press release
regarding the debt financing described herein, which is filed as
Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 |
Note and Warrant Purchase Agreement dated December 22, 2016, by and among Oncobiologics, Inc. and the Purchasers named therein |
|
| 10.2 |
Form of Senior Secured Promissory Note (included as Exhibit A to the Note and Warrant Purchase Agreement filed as Exhibit 10.1 hereto) |
|
| 10.3 |
Form of Warrant (included as Exhibit B to the Note and Warrant Purchase Agreement filed as Exhibit 10.1 hereto) |
|
| 10.4 |
Security Agreement dated December 22, 2016, by and among Oncobiologics, Inc. and the Secured Parties named therein |
|
| 10.5 |
Intellectual Property Security Agreement dated December 22, 2016, by and among Oncobiologics, Inc. and the Secured Parties named therein |
|
| 99.1 | Press Release dated December 23, 2016 |
About Oncobiologics, Inc. (NASDAQ:ONSIU)
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:ONSIU) Recent Trading Information
Oncobiologics, Inc. (NASDAQ:ONSIU) closed its last trading session at 4.62 with 35,024 shares trading hands.
