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): May 8, 2015

 

 

AMPLIPHI BIOSCIENCES CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Washington   000-23930   91-1549568

(State or other jurisdiction of

incorporation or organization)

 

 

(Commission

File Number)

 

 

(I.R.S. Employer

Identification No.)

 

 

800 East Leigh Street, Suite 209

Richmond, Virginia 23219

(Address of principal executive offices) (Zip code)

 

(804) 827-2524

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 8, 2015, AmpliPhi Biosciences Corporation (the “Company”) negotiated and executed an amendment (the “Warrant Amendment”) with holders representing more than two-thirds of certain warrants issued by the Company in connection with private placement of the Company’s Series B Redeemable Preferred Stock in June and July 2013 and the Company’s private placement of common stock in December 2013. The Warrant Amendment eliminates certain “down-round” price protection features that were originally included in these warrant agreements.

 

The description of the terms and conditions of the Warrant Amendment does not purport to be complete and is qualified in its entirety by the full text of the form of the Warrant Amendment, which has been filed as an exhibit to this current report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

   

    (d) Exhibits

 

  10.1 Form of Amendment to Warrants to Purchase Shares of Common Stock.

 

 
 

 

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 hereunto duly authorized.

 

  AmpliPhi Biosciences Corporation
     
Date: May 14, 2015    
  By:  /s/ David E. Bosher
     David E. Bosher
     Chief Financial Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Form of Amendment to Warrants to Purchase Shares of Common Stock.

 

 

Exhibit 10.1

 

AMENDMENT TO

 

WARRANTS TO PURCHASE SHARES OF

 

COMMON STOCK OF

 

AMPLIPHI BIOSCIENCES CORPORATION

 

This AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “ Amendment ”), dated as of , 2015 (the “ Amendment Date ”), is made between AmpliPhi Biosciences Corporation, a Washington corporation (the “ Company ”) and the holders on Exhibit A hereto (the “ Holders ”).

 

WHEREAS , the Company previously issued the Warrants to Purchase Shares of Common Stock of the Company on or about , 2013 (the “ Warrants ”);

 

WHEREAS , the Warrants may be amended only with the written consent of the Company and the holders representing at least two-thirds of the aggregate number of shares of Common Stock issuable upon the exercise of the Warrants; and

 

WHEREAS , and the Company and the undersigned Holders, who represent at least two-thirds of the aggregate number of shares of Common Stock issuable upon exercise of the Warrants, now desire to amend the Warrants as set forth herein.

 

NOW , THEREFORE , in consideration for the mutual convents set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.              Terms Defined in Warrants . All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Warrants.

 

2.              Amendments . The Company and the undersigned Holders, on behalf of themselves and all other holders of the Warrants, hereby provide their written consent to amend each Warrant as follows, effective as of the Amendment Date:

 

(a)                  Section 10(e) of the Warrant is hereby deleted in its entirety.

 

(b)                  Section 10(f) of the Warrant is hereby deleted in its entirety.

 

3.               References within Warrants . Every reference in each Warrant to “this Warrant” and the words “hereof,” “herein,” “hereunder,” or words of like import, shall mean and be a reference to the Warrant as amended by this Amendment.

 

4.               Warrants Otherwise Not Affected . Except as expressly amended pursuant hereto, each Warrant shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects.

 

5.               Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

 

 
 

 

  AmplipHI BIOSCIENCES CORPORATION
       
       
  By:    
  Name:  
  Title:  

  

 
 

 

Warrant No(s).:
     
     
If the Holder is an INDIVIDUAL:
     
     
  Print Name(s)  
     
     
  Signature(s) of Holder(s)  

 

 

If the Holder is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

 

 

     
  Name of Partnership,  
  Corporation, Limited  
  Liability Company or Trust  
       
       
  By:    
  Name:  
  Title: