Facebook Linkedin Tumblr Twitter
Home Blog Page 20

DAVIDsTEA Inc. (NASDAQ:DTEA) Files An 8-K Bankruptcy or Receivership

By
ME Staff 8-k
-

DAVIDsTEA Inc. (NASDAQ:DTEA) Files An 8-K Bankruptcy or Receivership
Item 1.03 Bankruptcy or Receivership.

As previously disclosed, on July 8, 2020, DAVIDsTEA Inc. (the “Company”), a corporation incorporated under the Canada Business Corporations Act, and its wholly-owned subsidiary, DAVIDsTEA (USA), Inc. (the “Subsidiary” and together with the Company, the “Debtors”) commenced proceedings (the “Canadian Proceedings”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) with the Québec Superior Court (the “Canadian Court”). On July 8, 2020, the Canadian Court issued an order, which, among other things, appointed PricewaterhouseCoopers Inc., a licensed insolvency trustee, as monitor (the “Monitor”), in accordance with the provisions of the CCAA.

As previously disclosed, on July 8, 2020, the Monitor also filed petitions under Chapter 15 of the United States Bankruptcy Code for recognition of the Canadian Proceedings and related relief. After issuing an order granting provisional relief, on August 4, 2020, the United States Bankruptcy Court for the District of Delaware (the “U.S. Court”) issued an order recognizing the Canadian Proceedings as the foreign main proceedings on a final basis and providing certain related relief.

On June 16, 2021, the Canadian Court entered an order (the “Sanction Order”) sanctioning, approving and enforcing the Plan of Compromise and Arrangement dated May 4, 2021 (as amended on May 6, 2021, the “Plan”) which the Debtors had filed under the CCAA. On June 17, 2021, the U.S. Court entered an order (the “U.S. Order”) giving full force and effect in the United States to the Sanction Order.

The following is a summary of the material terms of the Plan. This summary highlights only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Plan, the Sanction Order and the U.S. Order, which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and incorporated by reference herein. Capitalized terms used but not defined in this Current Report on Form 8-K have the meanings set forth in the Plan.

Plan of Compromise and Arrangement

The Plan provides for an aggregate distribution of approximately CAN$18 million, comprised of three funds: (i) the Canadian Convenience Class Fund, (ii) the DT Fund and (iii) the DT USA Fund, to be distributed to the classes of unsecured creditors as detailed below. The Plan divides unsecured creditors into those having claims against the Company (the “Unsecured Creditors of DT”) and those having claims against the Subsidiary (the “Unsecured Creditors of DT USA”).

Distributions to Creditors of the Company

For purposes of receiving distributions under the Plan, Unsecured Creditors of DT who have a Proven Claim of up to CAN$1,800 will be deemed to form part of a convenience class (the “Canadian Convenience Class”). All Unsecured Creditors of DT who have a Proven Claim in excess of CAN$1,800 have the option to elect to form part of the Canadian Convenience Class. The distribution of the Canadian Convenience Class Fund and the DT Fund to creditors of the Company under the Plan is summarized as follows:

 

DAVIDsTEA Inc. Exhibit
…
To view the full exhibit click here

About DAVIDsTEA Inc. (NASDAQ:DTEA)

DAVIDsTEA Inc. is engaged in the retail and online sale of tea, tea accessories, and food and beverages in Canada and in the United States. The Company’s segments include Canada and the U.S. The Company is a branded retailer of specialty tea, offering approximately 150 loose-leaf teas, pre-packaged teas, tea sachets and tea-related gifts, accessories, and food and beverages primarily through approximately 190 DAVIDsTEA stores, which are operated by the Company, and its Website, davidstea.com. Additionally, the Company offers on-the-go tea beverages in its retail stores. The Company’s tea accessories include tea mugs, travel mugs, teacup sets, teapots, tea makers, kettles, infusers, filters, frothers, tins and spoons. The Company offers beverages range from the standard hot or iced tea to its Tea Lattes. The Company’s different flavors of loose-leaf tea span eight tea categories: white, green, oolong, black, pu’erh, mate, rooibos and herbal tea.

Story continues below

BIO-key International, Inc. (OTCMKTS:BKYID) Files An 8-K Submission of Matters to a Vote of Security Holders

By
ME Staff 8-k
-

BIO-key International, Inc. (OTCMKTS:BKYID) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07      Submission of Matters to a Vote of Security Holders.

About BIO-key International, Inc. (OTCMKTS:BKYID)

BIO-key International, Inc. develops and markets fingerprint biometric identification and identity verification technologies, cryptographic authentication-transaction security technologies, as well as related identity management and credentialing software solutions. The Company is also engaged in developing automated, finger identification technology that supplements or compliments other methods of identification and verification, such as personal inspection identification, passwords, tokens, smart cards, identity cards, public key infrastructure (PKI), credit card, passports, driver’s licenses, one-time password (OTP) or other form of possession or knowledge-based credentialing. Its solutions identify individuals and verify, or confirm, their identity before granting access to, among other things, corporate resources, subscribed data and services, Web portals, applications, physical locations or assets.

Story continues below

MANNATECH, INCORPORATED (NASDAQ:MTEX) Files An 8-K Submission of Matters to a Vote of Security Holders

By
ME Staff 8-k
-

MANNATECH, INCORPORATED (NASDAQ:MTEX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders

Mannatech, Incorporated (the “Company”) held its 2021 Annual Shareholders’ Meeting (the "Meeting") on June 15, 2021. The Company’s shareholders considered three proposals, each of which is described in the Proxy Statement. A total of 1,450,658 shares were represented in person or by proxy at the Meeting, or approximately 70.3% of the total shares outstanding. The final results of votes with respect to the proposals submitted for shareholder vote at the Meeting are set forth below.
Proposal 1 – Election of Directors
Shareholders elected Larry A. Jobe and Kevin Robbins as Class I directors.
Proposal 2 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
Shareholders ratified the appointment of BDO USA, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2021.
*Furnished herewith.
MANNATECH INC Exhibit
EX-99.1 2 mtexexh9912021shareholderm.htm EX-99.1 DocumentExhibit 99.1CONTACTDonna Giordano972-471-6512ir@mannatech.comMannatech Announces Results of Annual Shareholders’ MeetingFLOWER MOUND,…
To view the full exhibit click here

About MANNATECH, INCORPORATED (NASDAQ:MTEX)

Mannatech, Incorporated is a wellness solution provider. The Company develops and sells nutritional supplements, topical and skin care and anti-aging products, and weight-management products. The Company operates through the segment of sale of nutritional supplements, skin care and anti-aging products, and weight management and fitness products through network marketing distribution channels in approximately 20 countries. Its Health category includes a range of daily nutritional supplements, health solutions for children and additional nutrients designed to help keep specific body systems at optimal levels. Its Weight and Fitness category offers products designed to curb appetite and burn fat, build lean muscle tissue, and support recovery from overexertion. Its Skin Care and Anti-Aging category offers products formulated with approximately 30 botanical ingredients. It sells products in three regions: North America/South America, Europe/the Middle East/Africa (EMEA) and Asia/Pacific.

Story continues below

FUSE SCIENCE, INC. (OTCMKTS:DROP) Files An 8-K Other Events

By
ME Staff 8-k
-

FUSE SCIENCE, INC. (OTCMKTS:DROP) Files An 8-K Other Events
Item 8.01 – Other Events

The company is pleased to announce the company coming as part of DROP has changed the name from jumbbble to kustomeroo. We feel the new name is more inline with our mission of transforming how people think about customer service. David Delke founder of kustomeroo will work to keep everyone updated via formal channels as well as Twitter @daviddelke, @kustomeroo and https://kustomeroo.com . The company will have an investor and shareholder event on its Twitch channel https://www.twitch.tv/kustomeroo on Wednesday, July 21st at 6pm (EST) to discuss current and future partnerships along with product roadmap and long term vision of the company.

The management is of the opinion that this is a material event and as a voluntary SEC filer is making the market aware of its activities. The management is applying to OTC Markets to gain access to OTCIQ in order to file its periodic filings and get the company current.

The company has no existing debt.

The Company intends to do a name change in concert with its new business. The management does not anticipate disturbing the share structure with any sort of a share stock split.


About FUSE SCIENCE, INC. (OTCMKTS:DROP)

Fuse Science, Inc., through its subsidiary, Spiral Energy Tech, Inc. (Spiral), is focused on developing and commercializing its SkyPorts drone support and Energy Demand Network (EDEN) technology. The Company, through Spiral, is also engaged in developing and commercializing its XTRAX remote monitoring system, which is designed to measure the production of solar and other renewable energy systems and to enable transmission of the data through the cellular and radio frequency network (and through microwave transmission network or satellite). As of June 30, 2015, the Company had not generated any revenues. The Company was engaged in developing and marketing nutraceutical products.

Story continues below

SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
-

SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On June 17, 2021, Sequential Brands Group, Inc. (“Sequential” or the “Company”) entered into a waiver (the “Waiver”) under its Third Amended and Restated First Lien Credit Agreement, dated as of July 1, 2016 (as amended, restated or otherwise modified from time to time, the “Amended BOA Credit Agreement”), with Bank of America, N.A. (“BoA”), as administrative agent and collateral agent, and the lenders party thereto.  The Waiver, among other matters, waives any and all existing defaults and/or events of default related to the Company’s (i) failure to deliver quarterly financial statements for the period ended March 31, 2021 (the “Quarterly Financial Statements”), (ii) failure to deliver a quarterly compliance certificate for the period ended March 31, 2021(the “Quarterly Compliance Certificate”) and (iii) failure to comply with the Loan to Value Ratio Covenant based on the most recent appraisal conducted on behalf of BoA and received by the Company on June 11, 2021, in each case, until June 24, 2021. The Company and BoA are negotiating terms and conditions of an additional waiver related to the events of default. BoA and the required lenders had previously waived events of default under the Amended BOA Credit Agreement related to the Company’s failure to deliver the Quarterly Financial Statements and the Quarterly Compliance Certificate until June 8, 2021, which such waiver was subsequently extended until June 15, 2021. Wilmington Trust, National Association and the required lenders had previously waived events of default under the Third Amended and Restated Credit Agreement, dated as of July 1, 2016, among the Company, certain subsidiaries of the Company party thereto, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto, related to the Company’s failure to deliver the Quarterly Financial Statements and the Quarterly Compliance Certificate until June 8, 2021, which such waiver was subsequently extended until June 21, and thereafter until July 8, 2021. The Waiver is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
 
10.1 Waiver to Amended BOA Credit Agreement, dated as of June 17, 2021, between Sequential Brands Group, Inc., Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto.
 


Sequential Brands Group, Inc. Exhibit
EX-10.1 2 tm2120060d1_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   June 17,…
To view the full exhibit click here

About SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG)

Sequential Brands Group, Inc. owns a portfolio of consumer brands in the fashion, home, athletic and lifestyle categories. The Company’s portfolio of consumer brands includes Martha Stewart, Emeril Lagasse, Jessica Simpson, Joe’s Jeans, William Rast, Ellen Tracy, Revo, AND1 and Avia. The Company’s brands are licensed for a range of product categories, including apparel, footwear, eyewear, fashion accessories and home goods. The Company licenses brands to both wholesale and direct-to-retail licensees. The Company licenses the Martha Stewart brand to various licensees, including retailers, such as Macy’s, The Home Depot, PetSmart and Staples. The Jessica Simpson Collection is a signature lifestyle concept designed in collaboration with Jessica Simpson, which offers various product categories, including footwear, apparel, fragrance, fashion accessories, maternity apparel, girls clothing and a home line. The Avia brand offers running and activewear products.

Story continues below

Inspyr Therapeutics, Inc. (OTCMKTS:NSPX) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
-

Inspyr Therapeutics, Inc. (OTCMKTS:NSPX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On June 18, 2021, Inspyr Therapeutics, Inc. (“Company”) sold $600,000 of senior convertible debentures (“Debenture”) consisting of (i) $500,000 for cash to an existing institutional investor and (ii) $100,000 for the cancellation of outstanding debt (collectively, the “Investors”).

The Debentures (i) are non-interest bearing, (ii) have a maturity date of June 18, 2022, (iii) are convertible into shares of common stock (“Common Stock”) of the Company at the election of the Investor at any time, subject to a beneficial ownership limitation of 4.99% (or 9.99% for the institutional investor), and (iv) have a conversion price equal to the lesser of $0.33 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) Trading Days immediately prior to the conversion date, subject to adjustment, as described therein.

The Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The Investors also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the Debenture is no longer outstanding. Additionally, the Company has the option to redeem some or all of the Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the Debentures.

Without the approval of the Debenture holders, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any Investors, (ii) repay or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company.

The securities offered have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This current report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

The foregoing summary of the Debenture is qualified in its entirety by reference to the full text of such document, a copy of the form of which is attached hereto as Exhibit 10.01, and which is incorporated herein in its entirety by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Michael Cain as Chief Executive Officer

 

On June 16, 2021, the Company was informed by Michael Cain, that he is resigning as chief executive officer, principal accounting officer, and as a member of the board of directors (“Board”) of the Company. Mr. Cain’s resignation did not result from any disagreement with the Company on any matter relating to its operations, policies, or practices.

The Board is currently in the process of searching for a new chief executive officer and principal accounting officer.

Item 9.01 Financial Statement and Exhibits.

10.01 Form of Senior Convertible Debenture


Inspyr Therapeutics, Inc. Exhibit
EX-10.01 2 inspyrtherap_ex10-01.htm EXHIBIT 10.01   Exhibit 10.01   NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
To view the full exhibit click here

About Inspyr Therapeutics, Inc. (OTCMKTS:NSPX)

Inspyr Therapeutics, Inc., formerly GenSpera, Inc., is an early-stage pharmaceutical company. The Company is focused on the development of prodrug cancer therapeutics for the treatment of solid tumors, including liver, brain, prostate, renal and other cancers. Its technology platform combines a plant-derived cytotoxin (thapsigargin) with a prodrug delivery system that targets the release of the drug within the solid tumor. Its cancer prodrugs provide a targeted therapeutic approach to a range of solid tumors. Its product candidates include Mipsagargin, G-115, G-114 and G-301. Its lead drug candidate, mipsagargin, is activated by the enzyme prostate specific membrane antigen (PSMA), which is found in prostate epithelial cells in the normal prostate, in prostate cancer cells, and in vascular endothelial cells (blood vessels) found in solid tumors. Mipsagargin is in Phase II clinical evaluation in glioblastoma patients.

Story continues below

GENUFOOD ENERGY ENZYMES CORP. (OTCMKTS:GFOO) Files An 8-K Submission of Matters to a Vote of Security Holders

By
ME Staff 8-k
-

GENUFOOD ENERGY ENZYMES CORP. (OTCMKTS:GFOO) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07

On June 17, 2021, a written consent of certain shareholders (the “Consent”) became effective, electing four directors of Genufood Energy Enzymes Corp. (the “Company”), each such person to serve for a term of one year and until his successor has been elected and qualified. There was no solicitation of proxies in connection with the election of the directors. The Consent was previously reported by the Company in the form of an Information Statement on Form 14C, filed with the Securities and Exchange Commission on May 21, 2021.

Shareholders holding an aggregate 113,081,632 shares, or 51.27%, of the issued and outstanding number of shares of the Company’s Common Stock entitled to vote, executed the Consent, electing:

Wei Piao Lai

Jui Pin Lin

Kuang Ming Tsai

Shao-Cheng Wang

Since there was no solicitation of proxies, no votes were withheld and there were no broker non-votes.


About GENUFOOD ENERGY ENZYMES CORP. (OTCMKTS:GFOO)

Genufood Energy Enzymes Corp. is an enzyme distributor. The Company exports and distributes enzyme products for human consumption, as well as for animal consumption. Its ProCellax range of enzyme products are for human consumption and are all-natural. All ProCellax range of enzyme products are suitable for vegetarians and vegans. ProCellax enzymes are extracted from fruits and vegetables, free of pesticides, chemicals, preservatives, animal derivatives, dairy, lactose, yeast, fish or shellfish, peanuts, tree nuts, artificial sweeteners and colors. ProAnilax range of enzyme products are a multi enzyme blend of on-animal source enzymes specially formulated for the digestive system of cats and dogs; and to facilitate movement, as well as for tissue and muscle healing as a result of injury thus helps to repair damaged tissue. The Company also exports and distributes Adam’s Peak Natural Spring Water, TaniNZ Premium Pure Artesian Water and Ayala’s Herbal Water.

Story continues below

Ocean Power Technologies, Inc. (NASDAQ:OPTT) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
-

Ocean Power Technologies, Inc. (NASDAQ:OPTT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Effective June 18, 2021, in connection with his appointment as Chief Executive Officer and President of Ocean Power Technologies, Inc. (the “Company”) as described under Item 5.02 below, J. Philipp Stratmann entered into an Employment Agreement (the “Employment Agreement”) with the Company. Mr. Stratmann previously served as Vice President – Global Business Development since 2019. to the Employment Agreement, Mr. Stratmann will receive an annual base salary of $360,000, is eligible for an annual, discretionary, performance-based bonus targeted at 75% of base salary on such terms and conditions as may be determined by the Board of Directors (the “Board”) or its Compensation Committee, and is eligible to receive long-term incentive equity based awards, to the Company’s 2015 Omnibus Incentive Plan, as amended, subject to such terms and conditions as may be determined by the Board or its Compensation Committee. At the time of signing the Employment Agreement, Mr. Stratmann received a one-time grant of 100,000 restricted stock units that vest, if at all, equally over two years with 1/3 of each vesting based on time and 2/3 of each vesting based on positive total shareholder return.

Mr. Stratmann will also receive temporary housing assistance for up to six months and up to $50,000 to cover such costs and relocation expenses related to moving to New Jersey of up to $50,000. If he is terminated other than for cause within the first 12 months, he will receive six months of salary as severance, and if terminated other than for cause thereafter, he will receive 12 months of salary as severance. Mr. Stratmann is also subject to covenants regarding non-competition, non-solicitation and confidentiality.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement which is filed with this Current Report on Form 8-K as Exhibit 10.1.

As described below under Item 5.02, the employment agreement of George H. Kirby III with the Company dated as of December 29, 2014, as amended, ceased in connection with his departure from the Company.

On June 21, 2021, the Company announced that George H. Kirby III, former President and Chief Executive Officer of the Company, departed the Company on June 18, 2021. As described under Item 1.02 above, Mr. Kirby’s employment agreement with the Company dated as of December 29, 2014, as amended, ceased in connection with his departure effective as of such date.

Effective June 18, 2021, as noted in Item 1.01 above, J. Philipp Stratmann was appointed Chief Executive Officer and President of the Company. Mr. Stratmann, age 42, has served as Vice President – Global Business Development of the Company since 2019. Prior to that, he was Vice President, Biofuels for Velocys, which he joined in 2015 as Business Development Director. He previously served as General Manager Global Development and West Africa for InterMoor and has held leadership positions with Acteon Group and Ernst & Young, in addition to experience with VT Group and Shell. He is a graduate of the United Kingdom’s University of Southampton, where he received his Engineering Doctorate and his Master of Engineering degree in Ship Science.

In addition, Matthew T. Shafer, the Company’s Chief Financial Officer, was promoted to Senior Vice President, Chief Financial Officer and Treasurer.

The description of the Employment Agreement is incorporated by reference into this Item 5.02.

On June 21, 2021, the Company issued a press release announcing the various management changes contemplated by Item 5.02 above. A copy of the press release is filed herewith as Exhibit 99.1.

Exhibits
*10.1 Employment Agreement between the Company and Philipp Stratmann dated effective June 18, 2021.
*99.1 Press release dated June 21, 2021.
* Filed herewith.


Ocean Power Technologies, Inc. Exhibit
EX-10.1 2 ex10-1.htm   Exhibit 10.1   OCEAN POWER TECHNOLOGIES,…
To view the full exhibit click here

About Ocean Power Technologies, Inc. (NASDAQ:OPTT)

Ocean Power Technologies, Inc. is developing and seeking to commercialize its systems that generate electricity by connecting the renewable energy of ocean waves. The Company’s PowerBuoy systems use technologies that convert the mechanical energy created by the rising and falling of ocean waves into electricity. The Company focuses on developing its PowerBuoy product line, which is based on modular, ocean-going buoys. Its autonomous PowerBuoy generates power for use in remote locations, independent of an existing power grid. The Company focuses on developing and commercializing its PowerBuoy products and services for use in autonomous power applications. The Company markets its PowerBuoys in the United States and internationally. The autonomous PowerBuoy integrates a power take-off (PTO) and onboard system for energy storage and management. Its PowerBuoy product is the PB3. PB3 can act as an uninterruptable power supply (UPS), which recharges itself by harvesting energy from the waves.

Story continues below

CAPRICOR THERAPEUTICS, INC. (NASDAQ:CAPR) Files An 8-K Other Events

By
ME Staff 8-k
-

CAPRICOR THERAPEUTICS, INC. (NASDAQ:CAPR) Files An 8-K Other Events
Item 8.01

On June 21, 2021, Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), filed a new prospectus supplement (the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the offer and sale of shares of its common stock, par value $0.001 per share (the “Shares”), with an aggregate offering price of up to $75,000,000 (the “Offering”) under the Company’s existing at-the-market equity offering program to a Common Stock Sales Agreement with H.C. Wainwright & Co., LLC, as sales agent. Any Shares offered and sold in the Offering will be issued to the Company’s Registration Statement on Form S-3 originally filed with the Securities and Exchange Commission on March 16, 2021 and subsequently amended on June 15, 2021 (the “Registration Statement”) and the Prospectus Supplement, which forms a part of the Registration Statement.

The Company currently intends to use the net proceeds from the Offering, if any, for research and development related to the Company’s product candidates, manufacturing of the Company’s products, working capital and general corporate purposes. The Company reserves the right, at the discretion of its Board of Directors, to reallocate the proceeds of the Offering in response to developments in the Company’s business and other factors. At this time, the Company cannot specify with certainty all of the particular uses for the net proceeds to the Company from the Offering, if any.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.

The opinion of the Company’s counsel regarding the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

(d) Exhibits

5.1 Opinion of Sidley Austin LLP.
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1).


CAPRICOR THERAPEUTICS, INC. Exhibit
EX-5.1 2 tm2120104d1_ex5-1.htm EXHIBIT 5.1 Exhibit 5.1   Sidley Austin LLP 1001 Page Mill Road Building 1 Palo Alto,…
To view the full exhibit click here

About CAPRICOR THERAPEUTICS, INC. (NASDAQ:CAPR)

Capricor Therapeutics, Inc. is a clinical-stage biotechnology company focused on the discovery, development and commercialization of therapeutics. The Company focuses on discovering, developing and commercializing regenerative medicine and large molecule products for the treatment of disease, with a primary focus on the treatment of cardiovascular diseases, including orphan indications. Its product candidate, CAP-1002, a cardiosphere-derived cell product, is being tested in the ALLSTAR Phase II clinical study on patients having suffered a myocardial infarction (MI), while the DYNAMIC clinical study is testing CAP-1002 in patients in the advanced-stage of heart failure. CAP-1002 is also being tested in the HOPE-Duchenne Phase I/II clinical study for use in connection with Duchenne muscular dystrophy-related cardiomyopathy. Cenderitide, a dual receptor natriuretic peptide agonist, is being tested in a Phase II clinical study. Exosomes are nano-sized, membrane-enclosed vesicles.

Story continues below

TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) Files An 8-K Regulation FD Disclosure

By
ME Staff 8-k
-

TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) Files An 8-K Regulation FD Disclosure
Item 7.01

On June 21, 2021, Tonix Pharmaceuticals Holding Corp. (the “Company”) issued a press release announcing that it plans to develop TNX-102 SL (cyclobenzaprine HCl sublingual tablets) as a potential treatment for Long COVID Syndrome (Long COVID), or Post-Acute Sequelae of COVID-19 (PASC1). A copy of the press release is furnished as Exhibit 99.01 hereto and incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.01 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the United States Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On June 21, 2021, the Company announced that it plans to develop TNX-102 SL for the treatment of Long COVID. The Company plans to meet with the U.S. Food and Drug Administration in the third quarter of 2021 to seek agreement on the design of a potential Phase 2 pivotal study and the overall clinical development plan to qualify TNX-102 SL as an indicated treatment for Long COVID. The Company believes that the core symptoms of Long COVID, including fatigue, sleep disturbances, and persistent pain, share an underlying pathogenesis with fibromyalgia. TNX-102 is currently in development as a treatment for fibromyalgia. By improving sleep quality, the Company believes that TNX-102 SL may improve the sleep disturbance of Long COVID and potentially also improve other symptoms of Long COVID. As disturbed sleep is linked to exacerbation and chronicity of a number of pain, neuropsychiatric and addictive disorders, the Company plans to conduct clinical trials to determine whether TNX-102 SL improves sleep in certain pain and neuropsychiatric disorders in addition to fibromyalgia.

Forward- Looking Statements 

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the development of TNX-601 CR, the Company’s product development, clinical trials, clinical and regulatory timelines, market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities and other statement that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s current beliefs and assumptions.

These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the SEC. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. 

99.01 Press release of the Company, dated June 21, 2021


Tonix Pharmaceuticals Holding Corp. Exhibit
EX-99.01 2 ex99-01.htm PASC PROGRAM   Tonix Pharmaceuticals Holding Corp. 8-K   Exhibit 99.01     Tonix Pharmaceuticals Announces Program to Develop TNX-102 SL for the Treatment of Long COVID Syndrome,…
To view the full exhibit click here

Story continues below
1...192021...14,628Page 20 of 14,628

EDITOR PICKS

POPULAR POSTS

POPULAR CATEGORY

© Market Exclusive 2019