Sun BioPharma, Inc. (OTCMKTS:SNBP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material
Definitive Agreement.
On March 27, 2017, Sun BioPharma, Inc. (the Company) entered into
Debt-For-Equity Exchange Agreements (collectively, the Exchange
Agreements) with the holders of promissory notes payable by the
Company named therein (the Lenders) to which the Company agreed
to convert all outstanding principal and accrued interest through
March 31, 2017 into shares of our common stock at a rate of $0.75
per share. In accordance with the Exchange Agreements, on March
31, 2017, the Company issued an aggregate of 4,183,333 shares of
its common stock (the Shares) in exchange for the cancellation of
promissory notes amounting to $3,000,000 principal amount and
$137,500 accrued but previously unpaid interest.
Also on March 27, 2017, the Company entered into a Participation
Agreement (collectively, the Participation Agreements) with each
holder of the $3.1 million aggregate principal amount of
convertible promissory notes issued by the Company to note
purchase agreements in February and March 2017 (the
Participants), to which the Participants have a right to purchase
his, her, or its pro rata portion of any future equity issuances
in the Company (based on the Company equity securities shares
held by the Participant immediately prior to the subject
issuance), subject to certain exceptions described therein. Prior
to any proposed issuance or sale of new equity securities, the
Company will give the Participants written notice thereof to the
terms and conditions of the Participation Agreement.
The foregoing descriptions of the Exchange Agreements and the
Participation Agreements are summaries and qualified by reference
to the full text of such documents, which is filed as Exhibits
10.1 and 10.2, respectively, and incorporated herein by
reference.
Item 3.02Unregistered Sales of Equity
Securities.
The information in Item 1.01 is incorporated herein by reference.
The shares were issued in reliance on the exemption from
registration set forth in Section 3(a)(9) of the Securities Act
as securities exchanged by an issuer with existing security
holders where no commission or other remuneration is paid or
given directly or indirectly by the issuer for soliciting such
exchange.
The Shares were issued to a limited number of persons who were
accredited investors or sophisticated investors, as those terms
are defined in Rule 501 of Regulation D of the U.S. Securities
and Exchange Commission (SEC), without the use of any general
solicitations or advertising to market or otherwise offer the
securities for sale. In addition, each Lender had prior access to
all material information about our Company and represented to us
in writing (i) that they were an accredited investor, (ii) that
they were acquiring the common stock for their own account and
not with a view to distribute them and (iii) that the common
stock acquired would be restricted securities. Registration of
sales to accredited investors is preempted from state regulation
by Section 18 of the Securities Act, though states may require
the filing of notices, a fee and other administrative
documentation.
Item 9.01 Financial Statements
and Exhibits.
|
10.1 |
Form of Debt-For-Equity Exchange Agreement, by and among |
|
10.2 |
Form of Participation Rights Agreement, by and among the |
About Sun BioPharma, Inc. (OTCMKTS:SNBP)
Sun BioPharma, Inc., formerly Cimarron Medical, Inc., is a clinical stage drug development company. The Company is a biopharmaceutical company focused on developing therapies for pancreatic diseases. It is engaged in the commercial development of a polyamine analogue for pancreatic cancer and for a second indication in chronic pancreatitis. The Company’s products include SBP-101, SBP-102 and SBP-103. Its SBP-101 is a polyamine compound and exhibits specificity for the exocrine pancreas, with therapeutic potential for both pancreatic cancer and pancreatitis indications. It develops SBP-101 for the treatment of patients with pancreatic ductal adenocarcinoma. The SBP-102 product is in non-clinical feasibility evaluation for the treatment of patients with pancreatitis. The SBP-103 product is in non-clinical exploratory evaluation. The Company has enrolled first patient in its Phase I clinical trial of SBP-101 in patients with previously treated pancreatic cancer. Sun BioPharma, Inc. (OTCMKTS:SNBP) Recent Trading Information
Sun BioPharma, Inc. (OTCMKTS:SNBP) closed its last trading session down -0.02 at 2.98 with 1,000 shares trading hands.