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):  March 26, 2014

 

 

ADAMIS PHARMACEUTICALS CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware   0-26372 82-0429727
(State or other jurisdiction
of incorporation) 		(Commission File Number) (IRS Employer
Identification No.)

  

  11682 El Camino Real, Suite 300, San Diego, CA 92130  
  (Address of Principal Executive Offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code: (858) 997-2400

 

 

(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 (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))
1
 

 

Item 1.01  Entry Into a Material Definitive Agreement.

 

As previously disclosed on a Current Report on Form 8-K filed January 4, 2013, Adamis Pharmaceuticals Corporation (the “ Company ”) entered into a convertible promissory note (the “ Note ”) with Robert Noel Robinson (the “ Lender ”) in an aggregate principal amount of $600,000. The Note was initially convertible into shares of the Company’s common stock at any time at the discretion of the Lender at an initial conversion price per share of $9.35, giving effect to the Company’s 1-for-17 reverse stock split of the outstanding common stock effected in December 2013. Effective June 25, 2013, the Company and the Lender entered into a Consent, Waiver and Amendment Regarding Convertible Promissory Note which, among other things, amended the maturity date of the Note to be March 26, 2014.

 

Effective March 26, 2014, the Company and the Lender entered into an amendment to the Notes pursuant to which the maturity date of the Note was amended to be June 30, 2014, and the conversion price was reduced to be $6.00 per share. In addition, the Company agreed that until the earlier to occur of the maturity date or the payment or conversion of the Note, the Company will not enter into any arrangement that contains any restriction on the Company’s payment of any principal and interest balance of the Note on the maturity date or incur any senior secured indebtedness that results in the Note being subordinated in right of payment to such other indebtedness. Interest will continue to accrue and be paid on the Note until is paid or converted into common stock. No other changes were made to the Note or agreements relating to the Note.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.

 

Item 9.01.  Financial Statements and Exhibits.

 

  (d)  Exhibits

 

Exhibit

Number

  Description
     
10.1   Amendment to Convertible Promissory Note dated March 26, 2014
     
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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 hereunto duly authorized.

 

 

  ADAMIS PHARMACEUTICALS CORPORATION
     
Dated:  April 1, 2014 By: /s/ Robert O. Hopkins
  Name: Robert O. Hopkins
  Title: Chief Financial Officer

 

 

 

 

Adamis Pharmaceuticals Corporation 8K

Exhibit 10.1

 

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This Amendment to Convertible Promissory Note (this “ Amendment ”) is dated as of March 26, 2014 and is entered into by and between Adamis Pharmaceuticals Corporation, a Delaware corporation (the “ Company ”) and Robert Noel Robinson (the “ Lender ”).

1.                   Background . The Company and Lender have previously entered into a Convertible Promissory Note December 31, 2012, and a Consent, Waiver and Amendment Regarding Convertible Promissory Note (such note, as amended, referred to as the “ Note ”). The Company and Lender desire to amend the Note in the manner set forth below. This Amendment shall be effective as of immediately before the Maturity Date (as defined in the Note) of the Note. Capitalized terms not defined herein will have the meanings given to those terms in the Note. The parties hereby agree that the Note shall be amended as set forth below.

2.                   Maturity Date . The Maturity Date of the Note is hereby amended to be June 30, 2014.

3.                   Conversion Right . The conversion price set forth in the first sentence of Section 4 of the Note, which was proportionately adjusted as a result of the Company’s 1-for-17 reverse stock split of its common stock effected in December 2013, is hereby amended to be $6.00 per share, on a post-reverse split basis.

4.                   Other Indebtedness . The Company agrees that from the date of this Amendment as first set forth above until the Maturity Date, as long as any unconverted portion of the Note remains outstanding the Company will not (i) enter into any agreement, arrangement or transaction that contains any prohibition or restriction on the Company’s payment of any principal and interest balance of the Note on the Maturity Date, or (ii) incur any senior secured indebtedness that results in the Note being subordinated in right of payment to such other indebtedness.

In the event of any inconsistency between the terms of this Amendment and the terms of the Note, the terms of this Amendment shall control. Except to the extent expressly amended pursuant to this Amendment, the terms and provisions of the Note, as amended, shall remain in full force and effect without modification. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same document. This Amendment shall be governed by the laws of the State of California, notwithstanding its conflict of laws provisions.

[SIGNATURE PAGE TO FOLLOW]

1
 

IN WITNESS WHEREOF, the parties have executed this Amendment to Convertible Promissory Note as of the date first above written.

  

 

LENDER:  
     
By:

/s/ Robert Noel Robinson

 
Name: Robert Noel Robinson  

 

 

 

ADAMIS PHARMACEUTICALS CORPORATION:
     
By:

/s/ Dennis J. Carlo

 
Name: Dennis J. Carlo  
Its: Chief Executive Officer  

 

 

 

 

 

 

[SIGNATURE PAGE TO
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE]