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 12, 2016
GALENA BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33958 | 20-8099512 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2000 Crow Canyon Place, Suite 380, San
Ramon, CA 94583
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (855) 855-4253
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 |
Amendment to Securities Purchase Agreement
Galena Biopharma, Inc. (the “Company”) is party to a Securities Purchase Agreement, by and among the Company and among CVI Investments, Inc. (“CVI”), Sabby Volatility Warrant Master Fund, Ltd. (“Sabby Volatility”) and Sabby Healthcare Master Fund, Ltd. (“Sabby Healthcare” and collectively with Sabby Volatility and CVI Investments, the “Purchasers”), dated as of July 7, 2016 (the “Agreement”). On July 12, 2016, the Company entered into the First Amendment to Securities Purchase Agreement with the Purchasers (the “Amendment”). The Amendment amends the Agreement and provides that on or after 75 days from July 7, 2016, the Company will not be restricted from making issuances or sales of, or any other transactions involving, securities of the Company pursuant to its existing Purchase Agreement, dated as of November 18, 2014, by and between the Company and Lincoln Park Capital, LLC, (“LPC”) as it may amended from time to time (the “LPC Agreement”).
The LPC Agreement was previously filed as Exhibit 10.1 to the Company’s Form 8-K filed on November 20, 2014. Under the terms of the LPC Agreement, LPC initially purchased 2,500,000 shares of the Company’s common stock (the “Initial Purchase”). Additionally, the Company has the right over the 36-month term of the LPC Agreement, subject to certain conditions, to direct LPC to purchase up to 400,000 shares of the Company’s common stock per business day as often as every other business day (not to exceed $2,000,000 in total purchase proceeds per purchase date) up to an aggregate purchase amount of $50,000,000 (excluding the Initial Purchase). As of July 13, 2016, the Company has sold approximately $8,000,000 (excluding the Initial Purchase) of its common stock to LPC under the terms of the LPC agreement.
Amendment to JGB Registration Rights Agreement
On May 10, 2016, the Company and JGB (Cayman) Newton Ltd. (“JGB”) entered into a Registration Rights Agreement pursuant to which the Company agreed to file an initial registration statement under the Securities Act of 1933, as amended, seeking to register the resale by JGB of 2,000,000 shares underlying warrants issued by the Company in connection with a debt financing transaction between the Company and JGB. The terms of the Registration Rights Agreement and such debt financing transaction were previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, as filed with the Commission on May 10, 2016. Under the terms of the Registration Rights Agreement, the Company agreed to file such initial registration statement by July 15, 2016. On July 13, 2016, the Company and JGB agreed to extend the date by which such initial registration statement shall be filed to July 22, 2016.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | First Amendment to Securities Purchase Agreement, dated as of July 12, 2016, by and between Galena Biopharma, Inc. and each purchaser identified on the signature pages therein, amending the Securities Purchase Agreement, dated as of July 7, 2016, by and among the Company and the purchasers named therein. | |
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.
| Date: July 18, 2016 | GALENA BIOPHARMA, INC. | |||||
| By: |
/s/ Mark W. Schwartz |
|||||
|
Mark W. Schwartz President & Chief Executive Officer |
||||||
Exhibit 10.1
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This First Amendment (the “ Amendment ”), dated as of July 12, 2016 (the “ Effective Date ”), is by and among Galena Biopharma, Inc., a Delaware corporation (the “ Company ”), and each purchaser (each, including its successors and assigns, a “ Purchaser ” and collectively the “ Purchasers ”) identified on the signature pages to the Agreement (as defined below). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, the Company and the Purchasers entered into that certain Securities Purchase Agreement, dated as of July 7, 2016, by and among the Company and the Purchasers (the “ Agreement ”);
WHEREAS, the Company is a party to a Purchase Agreement with Lincoln Park Capital, LLC (“ LPC ”), dated as of November 18, 2014 (the “ LPC Agreement ”) pursuant to which the Company has the right to sell to LPC up to $50,000,000 of the Company’s common stock, subject to certain limitations and conditions over the 36 month term of the LPC Agreement;
WHEREAS, currently under the LPC Agreement, the Company has the right to sell approximately $42,000,000 of its common stock; and
WHEREAS, the Company and the Purchasers now desire to amend the terms of the Agreement as more particularly set forth below.
NOW, THEREFORE, in consideration of the mutual agreements contained in this Amendment and subject to the terms and conditions as stated in this Amendment, the Company and the Purchaser agree as follows:
1. The following will be added as Section 4.12(d) to the Agreement:
“(d) Notwithstanding anything to the contrary in this Agreement, on or after 75 days from the Closing Date, this Section 4.12 shall not apply in respect to issuances or sales of, or any other transactions involving, securities of the Company under that certain Purchase Agreement, dated as of November 18, 2014, by and between the Company and Lincoln Park Capital, LLC, as such agreement is amended from time to time after the date hereof.
2. This Amendment embodies the entire agreement between the Company and the Purchasers with respect to the amendment of the Agreement. In the event of any conflict or inconsistency between the provisions of the Agreement and this Amendment, the provisions of this Amendment shall control and govern.
3. Except as specifically modified and amended herein, all of the terms, provisions, requirements and specifications contained in the Agreement remain in full force and effect. Except as otherwise expressly provided herein, the parties do not intend to, and the execution of this Amendment shall not, in any manner impair the Agreement, the purpose of this Amendment being simply to amend and ratify the Agreement, as hereby amended and ratified, and to confirm and carry forward the Agreement, as hereby amended, in full force and effect.
5. This amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the Effective Date.
| GALENA BIOPHARMA, INC. | ||
| By: |
/s/ Mark W. Schwartz |
|
| Name: Mark W. Schwartz | ||
| Title: President & Chief Executive Officer | ||
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
FORM OF SIGNATURE PAGE FOR EACH PURCHASER FOLLOWS]
[PURCHASER SIGNATURE PAGES TO AMENDMENT]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective authorized signatories as of the Effective Date.
| Name of Purchaser: |
Sabby Healthcare Master Fund, Ltd. |
| Signature of Authorized Signatory of Purchaser: |
/s/ Robert Grundstein |
| Name of Authorized Signatory: |
Robert Grundstein |
| Title of Authorized Signatory: |
COO of Investment Management |
[SIGNATURE PAGES CONTINUE]
[PURCHASER SIGNATURE PAGES TO AMENDMENT]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective authorized signatories as of the Effective Date.
| Name of Purchaser: |
Sabby Volatility Warrant Master Fund, Ltd. |
| Signature of Authorized Signatory of Purchaser: |
/s/ Robert Grundstein |
| Name of Authorized Signatory: |
Robert Grundstein |
| Title of Authorized Signatory: |
COO of Investment Management |
[SIGNATURE PAGES CONTINUE]
[PURCHASER SIGNATURE PAGES TO AMENDMENT]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective authorized signatories as of the Effective Date.
| Name of Purchaser: |
CVI Investments, Inc. by Heights Capital Management its Authorized Agent |
| Signature of Authorized Signatory of Purchaser: |
/s/ Martin Kobinger |
| Name of Authorized Signatory: |
Martin Kobinger |
| Title of Authorized Signatory: |
Investment Manager |