Current Report Filing (8-k)
19 9월 2018 - 6:03AM
Edgar (US Regulatory)
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
12, 2018
IMMUNE
PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36602
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52-1841431
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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.)
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1 Bridge Plaza N, Suite 270, Fort Lee, NJ
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07024
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(201) 464-2677
(Former name or former
address, if changed since last report)
N/A
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:
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company 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
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¨
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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.
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¨
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Item 1.01.
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Entry into a Material
Definitive Agreement
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On September 12, 2018, Immune Pharmaceuticals
Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Power
Up Lending Group Ltd. (the “Purchaser”) for the sale of $103,000 in aggregate principal amount of convertible notes
(the “Notes”) which was consummated on September 14, 2018.
The Notes bear interest at a rate of 12%
per annum, payable in arrears on the maturity date of September 11, 2019, or upon acceleration or by prepayment. Any amount of
principal or interest on the Notes which is not paid when due shall bear interest at a rate of 22% per annum from the due date
thereof until the same is paid. At any time during the one-hundred seventy (170) days ended March 1, 2019, the Company may prepay
the Notes by paying a prepayment premium between 15% and 35%, based on the date paid, of the outstanding principal plus accrued
and unpaid interest.
The Notes are convertible into shares of
our common stock, par value $0.0001 per share, beginning on March 1, 2019 at a conversion price equal to sixty-one percent (61%)
of the average of the lowest two closing bid prices of our common stock during the twenty (20) trading days immediately preceeding
conversion. The number of shares issuable upon any conversion is limited to 4.99% of the Company’s then issued and outstanding
common stock.
In connection with the sale of the Notes,
the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended,
for transactions not involving a public offering. The Purchase Agreement and Notes contain customary representations and warranties
by the Company and the Purchaser, as well as indemnification provisions, and are solely for the benefit of the parties to such
agreements, and not any third parties. There are no registration rights or warrants being granted to the Purchaser in this transaction.
The foregoing summary
of the terms of the Purchase Agreement and convertible notes are subject to, and qualified in their entirety by, such documents
attached hereto as Exhibit 10.1 and 10.2, respectively, which are incorporated herein by reference.
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Item 3.02
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Unregistered Sales of
Equity Securities.
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The information provided in response to
Item 1.01 of this report is incorporated by reference into this Item 3.02.
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Item 9.01
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Financial Statements
and Exhibits.
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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 thereunto duly authorized.
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IMMUNE PHARMACEUTICALS INC.
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By:
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/s/ Anthony Fiorino
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Name:
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Anthony Fiorino
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Title:
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Interim Chief Executive Officer
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Date: September 18, 2018
(USOTC:IMNPQ)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
(USOTC:IMNPQ)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024