Current Report Filing (8-k)
2018年10月11日 - 5:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October
9, 2018
IMMUNE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36602
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52-1841431
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1 Bridge Plaza North, Suite 270, Fort Lee NJ
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07024
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(201) 464-2677
(Former name or former address, if changed
since last report) N/A
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01
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Entry into a Material Definitive Agreement
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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Item 3.02
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Unregistered Sale of Equity Securities
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On October 9, 2018, Immune Pharmaceuticals,
Inc. (“Immune” or the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase
Agreement”) with an institutional investor pursuant to which it sold to the investor $5.5 million in principal amount of
its Senior Secured Redeemable Convertible Debentures (the “Debentures”) for $2 million in cash and a $3 million promissory
note (the “Investor Note”) payable upon the earlier of the effectiveness of a registration statement covering the resale
of the shares issuable upon conversion of the Debentures or one year.
The Debentures bear compounded interest
at a rate of 10% per annum, subject to adjustment as specified in the Debentures, and mature five years from the issuance date.
The Debentures are secured by first priority security interests on all of the Company’s assets, other than all tangible and
intangible assets associated with Ceplene (histamine dihydrochloride) unless such assets are not disposed of by March 31, 2019.
The Debentures are convertible into shares of Immune common stock at a conversion price of $0.075 per share, subject to certain
adjustments, at the option of the holder thereof or, in certain circumstances, at the option of the Company. In the event of a
conversion, any accrued interest and any interest make-whole amount will be paid in cash or, in certain circumstances, shares of
common stock valued on a formula basis specified in the Debentures. At maturity, the Debentures will automatically convert into
shares of common stock unless redeemed for cash at the option of the Company in whole but not in part at 100% of the face amount
thereof plus accrued interest. Prior to maturity and subject to certain limitations, the Debentures are redeemable in whole or
in part in cash at the option of the Company at 100% of the face amount to be redeemed plus an interest make-whole payment or in
whole at 125% of the face amount thereof.
The Company also issued to the investor
warrants (“Warrants”) exercisable for three years from the issuance date to purchase up to 50 million shares of common
stock at an exercise price of $0.10 per share, subject to full-ratchet price protection in the event that the Company issues or
is deemed to issue shares of common stock at a price per share less than the then-current exercise price of the Warrants (subject
to certain exceptions). In the event of certain fundamental transactions (generally involving the sale or acquisition of the Company
or all or substantially all of its assets), the holder of the Warrants has the right to require the Company (or any successor entity)
to repurchase the Warrants at the Black-Scholes value thereof calculated pursuant to a formula specified in the Warrants.
In the Securities Purchase Agreement, the
Company has agreed to file a registration statement covering the resale of the shares of common stock issuable upon the conversion
of the Debentures and the exercise of the Warrants.
The Company does not currently have sufficient
shares of common stock authorized for issuance in the event that the Debentures are converted in full and the Warrants are fully
exercised. In the Securities Purchase Agreement, the Company has agreed to call a special meeting of stockholders within 90 days
to obtain stockholder approval for an increase in the Company’s authorized common stock to enable the Company to fulfill
its obligations under the Debentures and the Warrants.
In connection with the financing described
above (the “Financing”), the holders of the Company’s Original Issue Discount Convertible Debentures (the “OID
Debentures”) agreed to waive the outstanding event of default thereunder resulting from the suspension of the trading of
the common stock on the Nasdaq Capital Market (other than the required increase in the principal amount of the OID Debentures )
and to certain amendments to the OID Debentures to enable the Company to consummate the Financing in exchange for an aggregate
amendment fee of $49,220.
The Debentures and the Warrants were issued
pursuant to an exemption from registration under the Securities Act of 1933, as amended, in accordance with Regulation S promulgated
thereunder.
The foregoing summary is not complete and
is qualified in its entirety by reference to the Securities Purchase Agreement, the Debentures, the Warrants and the Investor
Note, which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated by reference herein in their
entirety.
On October 10, 2018, the Company issued
a press release relating to the matters described above. The press release is filed herewith as Exhibit 99.1
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Item 9.01
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Financial Statements
and Exhibits
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SIGNATURES
Pursuant 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
thereunto duly authorized.
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IMMUNE PHARMACEUTICALS INC.
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By:
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/s/ Tony Fiorino
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Name:
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Tony Fiorino, M.D. Ph.D.
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Title:
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Interim Chairman, President and
Interim Chief Executive Officer
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Date: October 10, 2018
(USOTC:IMNPQ)
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