Sun BioPharma, Inc. (OTCMKTS:SNBP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
On February 20, 2018, Sun BioPharma, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”) and completed an initial closing on the same date (the “Initial Closing”). to the Initial Closing, the Company sold units (the “Units”) with each Unit consisting of a share of common stock and a warrant to purchase one share of common stock. A total of 168,000 Units were purchased by the Investors consisting of an aggregate of 168,000 shares of the Company’s common stock (the “Shares”) and warrants (the “Warrants”) to purchase an aggregate of 168,000 shares of the Company’s common stock. The purchase price for each Unit was $5.00 and the Warrants will be exercisable for a period of three years from the date of issuance at an exercise price of $5.00. The Company received aggregate gross proceeds of $840,000 in this private placement transaction (the “Private Placement”), of which $95,000 was received from directors and officers of the Company or its subsidiary. The Purchase Agreement contemplates subsequent closings that would result in up to an additional 1,832,000 Units being sold by the Company if the entire authorized number of Units is sold.
to the Purchase Agreement, the Company may prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) after the closing of the Private Placement for purposes of registering the resale of the Shares and the shares of common stock issuable upon exercise of the Warrants upon a request to do so by holders of at least 75% of the Shares then outstanding. Such registration statement must be filed by the Company within 60 days after the initial request was provided to the Company. The Company will also agree, among other things, to indemnify the selling holders under the registration statements certain liabilities and to pay all fees and expenses incident to the Company’s obligations under the Purchase Agreement.
The foregoing descriptions of the Purchase Agreement and the Warrants are qualified by reference to the full text of the Purchase Agreement and the Form of Warrant, which are filed as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
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Item 3.02 |
Unregistered Sales of Equity Securities. |
The disclosure in Item 1.01 relating to the sale of the Shares and Warrants is incorporated by reference into this Item 3.02.
The Units 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. None of the Units, Shares or Warrants are currently registered under the Securities Act or applicable state securities laws and none may be offered or sold in the United States absent registration under the Securities Act of 1933, as amended, or an exemption from such registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto shall constitute an offer to sell or the solicitation of an offer to buy the Units, Shares, Warrants or any other securities of the Company.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Sun BioPharma, Inc. ExhibitEX-10.1 2 ex_106017.htm EXHIBIT 10.1 ex_106017.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 20,…To view the full exhibit click here
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.