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): July 19, 2016 (July 15, 2016)
| IMMUNE PHARMACEUTICALS INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-36602 | 52-1841431 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 430 East 29 th Street, Suite 940, New York, NY | 10016 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 440-9310
| N/A |
| (Former name or former address, if changed since last report.) |
With Copies to:
Richard A. Friedman, Esq.
Andrea Cataneo, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, New York 10006
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 ( see General Instruction A.2. below):
| ¨ | 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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On July 15, 2016, the Board of Directors (the “Board”) of Immune Pharmaceuticals Inc. (the “Company”) approved and the Company issued a $350,000 Promissory Note to Monica Luchi, the Company’s Chief Medical Officer (the “Luchi Note”). Also on July 15, 2016, the Board approved the issuance of a $300,000 Promissory Note to Daniel Kazado, the Chairman of the Board (the “Kazado Note”). On June 24, 2016, the Board approved and the Company issued a $356,250 Promissory Note to Daniel G. Teper, the Company’s Chief Executive Officer and a director (the “Teper Note” and, together with the Luchi Note and the Kazado Note, the “Notes”).
Each Note bears interest at a rate of 5% per year and shall mature one year from the date of issue. The outstanding balance of each Note may be repaid in cash or, at the option of either party, converted into shares of the Company’s common stock at a conversion rate equal to the closing price of the common stock on The Nasdaq Capital Market on the date of Board approval of such Note. The Teper Note has a conversion rate of $0.38 per share, the Luchi and Kazado Notes have a conversion rate of $0.45 per share. The Notes may be prepaid without penalty. Each Promissory Note’s outstanding principal and interest must be repaid upon demand following a five day cure period upon the occurrence of a bankruptcy not dismissed within 30 days of filing, liquidation or dissolution of the Company.
The foregoing description of the Notes is qualified in its entirety by the Form of Note, which is filed as exhibit 10.1 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits .
|
Exhibit No. |
Description | |
| 10.1 | Form of Note |
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.
| IMMUNE PHARMACEUTICALS INC. | ||
| By: | /s/ Daniel G. Teper | |
| Name: | Daniel G. Teper | |
| Title: | Chief Executive Officer | |
Date: July 19, 2016
Exhibit 10.1
PROMISSORY NOTE
New York, NY U.S.A
U.S. $___,000.00
______, 2016
FOR VALUE RECEIVED, the undersigned, Immune Pharmaceuticals, Inc., a Delaware corporation located at 430 East 29 th Street, Suite 940, New York, NY 10016 (“Immune”) promises to pay to the order of ______ (“Lender”), the principal sum of _________ Thousand United States dollars (US $___,000.00).
Interest Rate: Interest shall accrue on the outstanding balance of this note beginning on the date hereof, until the note is paid in full, at a rate of five percent (5%) per annum, except as otherwise stated herein. All interest due shall be paid on the Due Date (defined below), or on the date that the outstanding principal amount of this note is paid in full, whichever is earlier.
Payment Schedule: The outstanding principal amount of this note shall be due and payable in full on or before ______, 2017 (the “Due Date”). This note shall be payable in cash or shares of common stock of the Company, par value $0.0001 per share at the option of either Immune or the Lender. The number of shares will be based on the closing price of the Company’s common stock on the day of the approval by the Board of Directors of the promissory note. For the avoidance of doubt the closing price of the Company’s common stock on ____, 2016, the date of Board of Directors approval of the promissory note was $____ per share
Default: If any of the following events shall occur, the outstanding principal balance of this note together with accrued interest thereon shall, on demand by the holder of this note, be due and payable:
| · | any amount owing under this note is not paid when due; |
| · | a breach of any representation or warranty under this note or under any such other agreement; |
| · | the liquidation or dissolution or Immune; |
| · | the filing of a petition under any bankruptcy, insolvency or similar law against Immune or any subsidiary of Immune and such petition not being dismissed within a period of thirty (30) days of the filing; and |
In each of the above cases, the holder shall give written notice of default to Immune, and Immune shall have five (5) days to cure any such default without penalty, and if cured, then this note shall not be deemed in default.
Where to Make Payments: All payments of principal and interest shall be made in lawful currency of the United States of America in immediately available funds before 5:00 p.m. New York time on the due date thereof at the offices of Lender as stated in the first paragraph of this instrument, or in such other manner or at such other place as the holder of this note designates in writing.
Expenses: Immune agrees to pay on demand any expenses of collecting and enforcing this note and any collateral securing this note, including, without limitation, reasonable expenses and fees of legal counsel, court costs and the cost of appellate proceedings.
Governing Law: This note and the obligations of Immune shall be governed by and construed in accordance with the law of the State of New York, U.S.A. For purposes of any proceeding involving this note or any of the obligations of Immune, Immune hereby submits to the non-exclusive jurisdiction of the courts of the State of New York, and of the United States having jurisdiction in the City of New York, and agrees not to raise and waives any objection to or defense based upon the venue of any such court or based upon forum non conveniens . Immune agrees not to bring any action or other proceeding with respect to this note or with respect to any of its obligations in any other court unless such courts of the State of New York and of the United States determine that they do not have jurisdiction in the matter.
Waiver of Presentment, Etc.: Immune waives presentment for payment, demand, protest and notice of protest and of non-payment.
Delay; Waiver: The failure or delay by the holder of this note in exercising any of its rights hereunder in any instance shall not constitute a waiver thereof in that or any other instance. The holder of this note may not waive any of its rights except by an instrument in writing signed by the holder.
Prepayment: Immune may prepay all or any portion of the principal of this note at any time and from time to time without premium or penalty. Any such prepayment shall be applied against the installments of principal due under this note in the inverse order of their maturity.
Amendment: This note may not be amended without the written approval of the holder.
| Maker: | |||
| IMMUNE PHARMACEUTICALS INC. | |||
| By: | |||
| (Duly Authorized Representative) | |||
| Accepted by: | Lender: | ||
| By: | |||
| Lender | |||