EXHIBIT 99.1
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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 11, 2017
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Nemus Bioscience, Inc. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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000-55136 |
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45-0692882 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
600 Anton Boulevard, Suite 1100, Costa Mesa, CA 92626
(Address of principal effective offices) (Zip Code)
Registrant's telephone number, including area code: (949) 396-0330
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
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Item 8.01. Other Events.
On July 11, 2017, Nemus Bioscience, Inc. (the “Company”) provided an update with respect to the sale by the Company of 1,000,000 shares of a new Series E Preferred Stock, par value $0.001 per share (“Preferred Shares”), to Schneider Finance LLC (the “Purchaser”), an affiliate of Schneider Brothers Ltd., a global closed investment fund, at a purchase price of $20.00 for each Preferred Share for aggregate gross proceeds of $20,000,000, pursuant to the Securities Purchase Agreement (the “Agreement”), dated as of May 3, 2017, by and between the Company and the Purchaser.
As described in the Current Report on Form 8-K filed on May 4, 2017, there are no conditions precedent or further obligations prior to the close of the transactions contemplated by the Agreement. Pursuant to the Agreement, the purchase, sale and issuance of the Preferred Shares should have occurred as promptly as practicable after the execution of the Agreement, but not later than at 1:00 pm, Pacific Time, July 10, 2017. The Purchaser did not provide funding on July 10, 2017 as required by the Agreement.
The Company intends to continue to work with the Purchaser to close the transaction either directly with the Purchaser and its affiliates or through the exercise of the $20 million guaranty that provides for payment of the Purchase Price in full within 90 days of exercise. The guaranty provides that, in case of default by the Purchaser, SB Securities Ltd., an affiliate of Schneider Brothers Ltd., shall pay $20 million, upon written demand by the Company, and without any opposition.
The foregoing description of the guaranty is not complete and is qualified in its entirety by reference to the full text of the guaranty, a copy of which is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
On July 11, 2017, the Company issued a press release in connection with the foregoing. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
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Description |
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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.
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Nemus Bioscience, Inc. |
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Date: July 11, 2017 |
By: |
/s/ Brian Murphy |
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Brian Murphy |
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Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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EXHIBIT 99.1
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EXHIBIT 99.2
Nemus Bioscience Provides Update on Previously Announced $20 Million Schneider Financing
Costa Mesa, Calif. (July 11, 2017) - NEMUS Bioscience, Inc. (OTCQB: NMUS) (the “Company”) today announced an update to its news release dated May 4, 2017 with respect to the signing of a private placement with Schneider Finance LLC, an affiliate of Schneider Brothers Ltd, a global closed investment fund with over USD $500 million in assets, for the sale of 1,000,000 shares of Series E Preferred Stock of the Company for gross proceeds of $20,000,000. The securities purchase agreement provides for no conditions precedent to the close and that closing is not to occur later than July 10, 2017. As previously announced, an affiliate of Schneider Brothers Ltd, which is authorized and regulated by the European Financial Conduct Authority (License #755098), entered into a guaranty to the benefit of the Company that guarantees the payment of the $20,000,000 investment.
Schneider Finance LLC did not provide funding to close the transaction on July 10, 2017 as required under the securities purchase agreement and has requested an extension of the closing date. “Schneider is currently evaluating funding options internally and remains committed to this transaction,” stated John A. Severson, Director and Partner of Schneider Brothers. The Company intends to continue to work with Schneider Finance to close the transaction either directly with Schneider Finance LLC and their affiliates or through the exercise of the $20 million guaranty that provides for payment of the purchase price in full within 90 days of exercise.
Copies of the securities purchase agreement and the guaranty are available with the U.S. Securities and Exchange Commission as exhibits to the Company’s Form 8-K, filed on May 4, 2017 and July 11, 2017, respectively.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements, including statements about our expectations regarding the financing, timing of proceeds from the financing and our near term, intermediate term and long term goals. Such statements and other statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. In some cases, forward---looking statements can be identified by terminology including "goal," "focus," "aims," "believes," "can," “could,” "challenge," "predictable," "will," or the negative of these terms or other comparable terminology. We operate in a rapidly changing environment and new risks emerge from time to time. As a result, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. Risks and uncertainties that may cause actual results to differ materially include, among others, our capital resources, uncertainty regarding the results of future testing and development efforts and other risks that are described in the Risk Factors section of NEMUS’s most recent annual or quarterly report filed with the Securities and Exchange Commission. Except as expressly required by law, NEMUS disclaims any intent or obligation to update these forward-looking statements.
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ABOUT NEMUS BIOSCIENCE, INC.
The Company is a biopharmaceutical company, headquartered in Costa Mesa, California, focused on the discovery, development, and commercialization of cannabinoid-based therapeutics for significant unmet medical needs in global markets. Utilizing certain proprietary technology licensed from the University of Mississippi, NEMUS is working to develop novel ways to deliver cannabinoid-based drugs for specific indications, with the aim of optimizing the clinical effects of such drugs, while limiting the potential adverse events. NEMUS' strategy will explore the use of natural and synthetic compounds, alone or in combination. The Company is led by a highly qualified team of executives with decades of biopharmaceutical experience and significant background in early-stage drug development.
For more information, visit http://www.nemusbioscience.com .
CONTACTS:
NEMUS Investor Relations
PCG Advisory Group
Adam Holdsworth
Email: adamh@pcgadvisory.com
Phone: 646-862-4607
NEMUS Media Relations
Janet Vasquez
JV Public Relations
Email: jvasquez@jvprny.com
Phone: 212.645.5498
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