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): September 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 1.01. | Entry into a Material Definitive Agreement. |
On September 15, 2016, Immune Pharmaceuticals Inc. (the “Company”) entered into a binding agreement (the “Agreement”) with Novel Pain Therapeutics, LLC (“NPT”). Pursuant to the terms of the Agreement, NPT agreed that it, or subject to the Company’s approval, its designees (collectively, the “NPT Parties”), shall purchase up to $20,000,000 of the capital stock of the Company’s wholly-owned subsidiary Maxim Pharmaceuticals, Inc. (“Maxim”). The NPT Parties shall purchase $5,000,000 of Maxim capital stock by October 14, 2016 at a pre-money valuation of $15,000,000 and purchase up to $15,000,000 of Maxim capital stock in multiple tranches at mutually agreed prices by September 14, 2017. Upon consummation of the initial $5,000,000 investment, holders of the majority of the $5,000,000 of purchased securities shall have the right to appoint one person to serve on Maxim’s five-person Board of Directors.
The parties obligations are subject to: (a) entry into mutually satisfactory definitive agreements and the satisfaction of any conditions set forth therein; (b) the Company and the NPT Parties satisfaction with the Maxim board selection of a Chief Executive Officer and the terms of their appointment; and (c) the transfer from the Company to Maxim of all of the Company’s right, title and interest in and to the Company’s AmiKet and AmiKet Nano products and the transfer from Maxim to the Company of all of Maxim’s rights, title and interest in and to Maxim’s Azixa, crolibulin and Ceplene products.
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as exhibit 10.1 to this Current Report.
| Item 8.01. | Other Events. |
On September 16, 2016, the Company issued a press release announcing entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits .
|
Exhibit No. |
Description | |
| 10.1 | Agreement dated September 15, 2016 | |
| 99.1 | Press Release of Immune Pharmaceuticals Inc., dated September 16, 2016 |
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: September 16, 2016
Exhibit 10.1
BINDING AGREEMENT
Immune Pharmaceuticals Inc. ("Immune") and Novel Pain Therapeutics, LLC (“NPT” and, together with Immune, the “Parties”) entered into an option agreement on May 15, 2016 followed by an amendment on July 15, 2016 regarding the development and commercialization of Amiket. The parties now agree that NPT or its designees shall purchase up to $20,000,000 of the capital stock of Maxim Pharmaceuticals, Inc. (“Maxim”), a wholly owned subsidiary of Immune formed to own Immune’s AmiKet™ and other pain and neurology products, subject to the terms and conditions of this Agreement.
Each Party has determined that it is in its best interests to execute and be bound by this agreement of terms (the "Agreement"). Accordingly, the Parties are executing this Agreement as of the date set forth on the signature page hereto (the "Effective Date") intending to be legally bound by the terms set forth herein and to create legally enforceable obligations and rights as set forth herein. Immediately following the execution of this Agreement, the Parties will negotiate in good faith the terms of a definitive agreement regarding the transaction (a "Definitive Agreement") described in, and incorporating the terms set forth in, this Agreement and containing such other provisions that are usual and customary in security purchase agreements, which Definitive Agreement, when executed by the Parties will supersede and replace in its entirety this Agreement; provided that, this Agreement shall continue to be binding on the Parties in the event that the Parties do not execute such Definitive Agreement.
| Transaction Overview | NPT or its designees shall purchase securities of Maxim for an aggregate purchase price of up to $20,000,000, subject to the terms and conditions hereof, as follows: | |
| Funding Schedule |
NPT or its designees shall purchase $5,000,000 of Maxim securities within 30 days of the execution of this Agreement at a pre-money valuation of $15,000,000 and an additional of up to $15,000,000 of Maxim securities in multiple tranches at pre-agreed prices within 360 days of the execution of this Agreement, in each case subject to (a) NPT or its designees, Immune and Maxim theretofore entering into a mutually satisfactory Definitive Agreement and the satisfaction of any conditions set forth therein, and (b) Immune and NPT’s or its designees’ satisfaction with the Maxim’s board’s selection of a Chief Executive Officer and the terms of his or her appointment, and (c) (i) the transfer from Immune to Maxim of all of Immune’s right, title and interest in and to Immune’s AmiKet and Amiket Nano products and (ii) the transfer from Maxim to Immune of all of Maxim’s rights, title and interest in and to Maxim’s Azixa, Crilobulin and Ceplene products. |
|
| Board Rights | Maxim’s board of directors shall consist of five directors. Upon consummation of the $5,000,000 investment, holders of a majority of the $5,000,000 of purchased Maxim securities (the “Required Majority”) shall have the right to appoint one board member (the “NPT Member”). | |
| Chief Executive Officer | The board of directors of Maxim shall appoint a Chief Executive Officer, within 30 days of the execution of this agreement. The CEO shall also be one of the five board members. He or she shall not be the NPT Member. Maxim’s board may not appoint a Chief Executive Officer without the consent of the Required Majority. | |
| Further Assurances |
Each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action and all things reasonably necessary to consummate and make effective the transactions contemplated by this Agreement. In case at any time after the date of this Binding Agreement any further action is necessary to carry out the purpose of this Binding Agreement, the Parties will take or cause to be taken all such necessary or appropriate actions and shall bear their own cost of any such actions.
This agreement is transferable to designees with express consent of Immune Pharmaceuticals and NPT. |
|
| Governing Law; \Enforcement | This letter agreement shall be governed by the laws of the State of New York. Any dispute or controversy arising under or related in any way to this letter agreement shall be adjudicated by a court of competent jurisdiction located in the State of New York. Each party recognizes that the rights contained herein and the benefits arising therefrom are unique and damages cannot provide an adequate remedy in the event of a breach of this letter agreement. |
[signature page follows immediately]
AGREED to as of September 15, 2016
| Immune Pharmaceuticals Inc. | |
| By: /s/ Daniel G. Teper | |
| Name: Daniel G. Teper | |
| Title: CEO | |
| Novel Pain Therapeutics, LLC | |
| By: /s/ Mark Fawer | |
| Name: Mark Fawer | |
| Title: Managing Member |
[Signature-page to Binding Agreement]
Exhibit 99.1
Immune Pharmaceuticals Signs Agreement to Fund Maxim Pharmaceuticals, Inc., its Pain and Neurology subsidiary
NEW YORK, September 16, 2016 /PRNewswire/ - Immune Pharmaceuticals Inc. (NASDAQ: IMNP) ("Immune" or the “Company”), a biopharmaceutical company focused on the development of targeted therapeutics for the treatment of inflammatory diseases and cancer, announced today that the Board of Directors has approved to designate Maxim Pharmaceuticals Inc. (“Maxim”), one of the Company’s existing subsidiaries, as the dedicated entity to develop and commercialize, and hold the intellectual property related to, AmiKet® and other related pain and neurology assets. In addition, the Company has entered into a binding agreement with NPT (the “Binding Agreement”), a syndicate of experienced healthcare investors, pursuant to which NPT or its designees have agreed to purchase up to $20 million of the capital stock of Maxim, with an initial funding of $5 million to occur within thirty days. Previously, the Company entered into an option agreement with NPT, dated May 15, 2016, as amended on July 18, 2016. Pursuant to the Binding Agreement, immediately following the $5 million initial funding by NPT, Immune will expand the Board of Directors of Maxim, to five members which will include one NPT representative, and a newly hired Chief Executive Officer of Maxim.
For full disclosure please refer to the Form 8-K filed on September 16, 2016
About Immune Pharmaceuticals Inc.:
Immune Pharmaceuticals Inc. (NASDAQ: IMNP) applies a personalized approach to treating and developing novel, highly targeted antibody therapeutics to improve the lives of patients with inflammatory diseases and cancer. Immune's lead product candidate, bertilimumab, is in Phase II clinical development for moderate-to-severe ulcerative colitis as well as for bullous pemphigoid, an orphan autoimmune dermatological condition. Other indications being considered for development include atopic dermatitis, Crohn's disease, severe asthma and Non-Alcoholic Steato-Hepatitis (NASH), an inflammatory liver disease. Immune recently expanded its portfolio in immuno-dermatology with topical nano-formulated cyclosporine-A for the treatment of psoriasis and atopic dermatitis. Immune's oncology pipeline includes Ceplene®/IL-2 approved in Europe and Israel for maintenance remission in Acute Myeloid Leukemia (AML), Azixa® and crolibulin, Phase II-ready vascular disrupting agents, and novel technology platforms; bispecific antibodies and targeted nanotherapeutics, NanomAbs™. Immune's additional pipeline includes AmiKet™ Nano, a late clinical stage drug candidate for the treatment of neuropathic pain. For more information, visit Immune's website at www.immunepharma.com , the content of which is not a part of this press release.
Forward-Looking Statements
This news release and any oral statements made with respect to the information contained in this news release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are urged to consider statements that include the words "may," "will," "would," "could," "should," "believes," "estimates," "projects," "potential," "expects," "plans," "anticipates," "intends," "continues," "forecast," "designed," "goal" or the negative of those words or other comparable words to be uncertain and forward-looking. Such forward-looking statements include statements that express plans, anticipation, intent, contingency, goals, targets, future development and are otherwise not statements of historical fact. These statements are based on our current expectations and are subject to risks and uncertainties that could cause actual results or developments to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Factors that may cause actual results or developments to differ materially include, but not limited to: the risks associated with the adequacy of our existing cash resources and our ability to continue as a going concern; the risks associated with our ability to continue to meet our obligations under our existing debt agreements; the risk that clinical trials for bertilimumab, Ceplene, Azixa, AmiKet, AmiKet Nano, LidoPain or NanoCyclo will not be successful; the risk that bertilimumab, AmiKet or compounds arising from our NanomAbs program will not receive regulatory approval or achieve significant commercial success; the risk that we will not be able to find a partner to help conduct the Phase III trials for AmiKet on attractive terms, on a timely basis or at all; the risk that our other product candidates that appeared promising in early research and clinical trials do not demonstrate safety and/or efficacy in larger-scale or later-stage clinical trials; the risk that we will not obtain approval to market any of our product candidates; the risks associated with dependence upon key personnel; the risks associated with reliance on collaborative partners and others for further clinical trials, development, manufacturing and commercialization of our product candidates; the cost, delays and uncertainties associated with our scientific research, product development, clinical trials and regulatory approval process; our history of operating losses since our inception; the highly competitive nature of our business; risks associated with litigation; and risks associated with our ability to protect our intellectual property; risks associated with the contemplated transaction with NPT. These factors and other material risks are more fully discussed in our periodic reports, including our reports on Forms 8-K, 10-Q and 10-K and other filings with the U.S. Securities and Exchange Commission. You are urged to carefully review and consider the disclosures found in our filings, which are available at www.sec.gov or at www.immunepharma.com . You are cautioned not to place undue reliance on any forward-looking statements, any of which could turn out to be wrong due to inaccurate assumptions, unknown risks or uncertainties or other risk factors. We expressly disclaim any obligation to publicly update any forward looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE: Immune Pharmaceuticals Inc.
For further information: Anna Baran-Djokovic, Immune Pharmaceuticals Inc., 646-481-5058, anna.baran@immunepharma.com . or Audrey Rebibo Audrey.rebibo@immunepharma.com