Panther Biotechnology Inc. (OTCMKTS:PBYA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
The information in Item 2.01 below regarding the Premier
Exchange Agreement, First Note, Second Note, Hill Note, Security
Agreement, Novation Agreement, and Lock-Up Agreement (each as
defined below), is incorporated in this Item 1.01 by
reference.
Item 2.01. Completion of Acquisition or Disposition of
Assets.
Premier Acquisition
On January 19, 2017, Panther Biotechnology, Inc. (Panther,
the Company, we and us) consummated the
transactions contemplated by a Share Exchange Agreement (the
Premier Exchange Agreement), by and between the Company,
Premier Purchasing and Marketing Alliance LLC (Premier),
and the sole member of Premier, Scott Schwartz. In connection
with the closing of the transactions contemplated by the Premier
Exchange Agreement (the Premier Exchange), we acquired
100% of the outstanding membership interests of Premier from Mr.
Schwartz in consideration for $50,000 in cash, the First Note,
Second Note and Hill Note (each as defined and described below),
and 645,000 shares of our restricted common stock (the Premier
Shares). The amounts owed under the First Note, Second Note
and Hill Note are secured by a Security Agreement, providing Mr.
Schwartz a first priority security interest in all of the
membership interests of Premier. The Premier Exchange has an
effective date of January 1, 2017. As part of the transaction,
Mr. Schwartz agreed to assume all liability for payables owed by
Premier to Hill Electric Supply Co., Inc. (Hill), a
related party of Mr. Schwartz, as of the effective date of the
transaction, to a Novation Agreement, provided that we agreed to
pay all amounts we collect in outstanding accounts receivable as
of the effective date to Hill, to pay down such assumed amount.
The Premier Share Exchange included standard and customary
representations, warranties and indemnification rights.
Premier, also known as National Electrical Wholesale Providers
(NEWP), is in the business of servicing electrical wholesalers
throughout the United States with electrician related study
material including the National Electrical Code. Premier provides
a complete line of printed reference materials in addition to
eBooks, downloadable digital formatting, and mobile applications
to all distributors. Premier has significant corporate accounts
with electrical wholesale conglomerates making them one of the
largest wholesalers of National Electrical Codes in the United
States. Premier also covers HVAC, Plumbing, Industrial and
Residential trade reference materials with online training for
product education, certification and current code practices.
Premier services several multibillion dollar companies such as
Consolidated Electrical Distributors and Home Depot reaching
thousands of accounts in locations throughout the United States.
The Premier Shares are subject to a lock-up agreement (the
Lock-Up Agreement), which prohibits the sale of any
Premier Shares for a period of one year and restricts the sale of
any of the shares in any thirty day period, for an additional one
year thereafter, to 10% of the total volume of our common stock
which traded in the prior 30 days, on a rolling basis.
The First Promissory Note (the First Note) provided to
Schwartz at closing evidences the principal amount of $50,000
owed to Schwartz, which accrues interest at the rate of 8% per
annum until the maturity date, which is the earlier of September
30, 2017, and the date that we raise at least $1.5 million in
funding subsequent to January 1, 2017. The Second Promissory Note
(the Second Note) provided to Schwartz at closing
evidences the principal amount of $50,000 owed to Schwartz, which
accrues interest at the rate of 8% per annum until paid in full.
The Second Note is payable in three installments of $16,667 each,
on January 31, 2017, February 29, 2017 and March 31, 2017. The
Hill Promissory Note (the Hill Note and together with the
First Note and Second Note, the Notes) issued at closing
evidences the principal amount of $36,830 owed by us to Hill,
which amount does not accrue interest and is due and payable on
March 1, 2017. The Notes contain standard and customary events of
default and may be prepaid at any time without penalty.
* * * * * *
The foregoing descriptions of the Premier Exchange Agreement,
First Note, Second Note, Hill Note, Security Agreement, Novation
Agreement, and Form of Lock-Up Agreement, do not purport to be
complete and are qualified in their entirety by reference to the
Premier Exchange Agreement, First Note, Second Note, Hill Note,
Security Agreement, Novation Agreement, and Form of Lock-Up
Agreement, copies of which are attached as Exhibits 2.1, 10.1,
10.2, 10.3, 10.4, 10.5, and 10.6, respectively, to this Current
Report on Form 8-K, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a
Registrant.
See the discussions under Item 1.01 above with respect to
the First Note, Second Note, and Hill Note, which are
incorporated in this Item 2.03 in their entirety, by
reference.
Item 3.02 Unregistered Sales of Equity
Securities
In connection with the closing of the Premier Share Exchange, we
issued the Premier Shares to Mr. Schwartz.
The Company claims an exemption from registration to Section
4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of
1933, as amended (the Securities Act), for the offer and
sale of the Premier Shares, described above in Item 2.01,
due to the fact that the foregoing offer and sale did not involve
a public offering, the recipient took the securities for
investment and not resale, the Company has taken appropriate
measures to restrict transfer, and the recipient (a) is an
accredited investor, and (b) has access to similar
documentation and information as would be required in a
Registration Statement under the Securities Act.
Item 7.01 Regulation FD Disclosure.
On January 20, 2017, the Company issued a press release
announcing the entry into and the closing of the transactions
contemplated by the Premier Share Exchange Agreement and related
matters as described above in Item 2.01. A copy of the
press release is furnished as Exhibit 99.1 hereto.
The information responsive to Item 7.01 of this Form 8-K
and Exhibit 99.1 attached hereto, shall not be deemed
filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (Exchange Act), or
otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act, or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | |||
| Number | Description of Exhibit | Filing | |
| 2.1 |
Share Exchange Agreement by and among the Company, Premier Purchasing and Marketing Alliance LLC and the sole member of Premier Purchasing and Marketing Alliance LLC, dated January 19, 2017 |
Filed herewith. | |
| 10.1 |
First Promissory Note in the amount of $50,000, owed by the Company to Scott Schwartz, dated January 19, 2017 |
Filed herewith. | |
| 10.2 |
Second Promissory Note in the amount of $50,000, owed by the Company to Scott Schwartz, dated January 19, 2017 |
Filed herewith. | |
| 10.3 |
Hill Promissory Note in the amount of $36,830.20, owed by the Company to Hill Electric Supply, Co., Inc., dated January 19, 2017 |
Filed herewith. | |
| 10.4 |
Security Agreement by the Company in favor of Scott Schwartz and Hill Electric Supply, Co., Inc., dated January 19, 2017 |
Filed herewith. | |
| 10.5 |
Novation Agreement between the Company, Scott Schwartz, Premier Purchasing and Marketing Alliance LLC and Hill Electric Supply, Co., Inc., dated January 19, 2017 |
||
| 10.6 | Form of Lock-Up Agreement | Filed herewith. | |
| 99.1 | Press Release Dated January 20, 2017 | Furnished herewith. |
Schedules and exhibits have been omitted to Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule or exhibit will be
furnished supplementally to the Securities and Exchange
Commission upon request; provided, however that Panther
Biotechnology Inc. may request confidential treatment to Rule
24b-2 of the Securities Exchange Act of 1934, as amended, for any
schedule or exhibit so furnished.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Panther Biotechnology Inc. | |
| Date: January 25, 2017 | By:/s/ Evan M. Levine |
|
Evan M. Levine, Chief Executive Officer |
EXHIBITINDEX
| Exhibit | |||
| Number | Description of Exhibit | Filing | |
| 2.1 |
Share Exchange Agreement by and among the Company, Premier Purchasing and Marketing Alliance LLC and the sole member of Premier Purchasing and Marketing Alliance LLC, dated January 19, 2017 |
Filed herewith. | |
| 10.1 |
First Promissory Note in the amount of $50,000, owed by the Company to Scott Schwartz, dated January 19, 2017 |
Filed herewith. | |
| 10.2 |
Second Promissory Note in the amount of $50,000, owed by the Company to Scott Schwartz, dated January 19, 2017 |
Filed herewith. | |
| 10.3 |
Hill Promissory Note in the amount of $36,830.20, owed by the Company to Hill Electric Supply, Co., Inc., dated January 19, 2017 |
Filed herewith. | |
| 10.4 |
Security Agreement by the Company in favor of Scott Schwartz and Hill Electric Supply, Co., Inc., dated January 19, 2017 |
Filed herewith. | |
| 10.5 |
Novation Agreement between the Company, Scott Schwartz, Premier Purchasing and Marketing Alliance LLC and Hill Electric Supply, Co., Inc., dated January 19, 2017 |
||
| 10.6 | Form of Lock-Up Agreement | Filed herewith. | |
| 99.1 | Press Release Dated January 20, 2017 | Furnished herewith. |
Schedules and exhibits have been omitted to Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule or exhibit will be
furnished supplementally to the Securities and Exchange
Commission upon request; provided, however that Panther
Biotechnology Inc. may request confidential treatment
About Panther Biotechnology Inc. (OTCMKTS:PBYA)
Panther Biotechnology, Inc. (Panther) is an early-stage bio-medical technology company that pursues and is continuing to pursue in-licensing of certain technologies. The Company is focused on the acquisition and development of therapeutics for the treatment of neoplastic, autoimmune and antiviral disorders. The Company is developing approximately three clinical candidates, TRF-DOX, which is a combination of transferrin glycoproteins with Doxorubicin for targeted delivery to tumors with the reduction of serious side effects; Numonafide, which is a derivative of the studied anticancer drug Amonafide optimized to eliminate toxic metabolites and reduce side effects, and TDZD-8, which is a kinase inhibitor targeting cancer stem cells. Panther owns and is planning to search for additional in-licensing opportunities and new technology assets from universities or other companies and begin to develop the assets for the treatment of cancer and other life threatening diseases. Panther Biotechnology Inc. (OTCMKTS:PBYA) Recent Trading Information
Panther Biotechnology Inc. (OTCMKTS:PBYA) closed its last trading session 00.000 at 0.940 with 300 shares trading hands.