Current Report Filing (8-k)
29 11월 2018 - 7:16AM
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):
November
23, 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 North, 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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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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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Ceplene Option Agreement
On November 23, 2018,
Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”), entered into an Option Agreement (the “Option
Agreement”) with Vector Therapeutics Inc. (“Vector”) pursuant to which the Company granted to Vector an option
to purchase the Company’s Ceplene assets for an aggregate purchase price of $14.5 million, payable in installments as described
below. Vector paid the Company $0.5 million for the option which expires on January 31, 2019. Vector has the one-time right to
extend the expiration date of the option to March 1, 2019 by paying the Company an additional $0.1 million. The option is only
exercisable by Vector if it provides to the Company a written certification that it has presently available cash resources in an
amount at least equal to the purchase price. If Vector consummates one or more public or private offerings of its securities resulting
in aggregate gross proceeds of not less than $8.0 million or (ii) provides to the Company comfort about Vector’s ability
to pay up to $7.0 million to the Company, including the payment of agreed amounts payable to the mutually agreed upon amount due
to Meda Pharma SARL, the funding obligation shall be deemed to be automatically and irrevocably satisfied and the option deemed
to be exercised. In the event that the option is exercised or deemed to be exercised, at the closing and subject to the satisfaction
or waiver of certain conditions specified in the Option Agreement, Vector will acquire the Ceplene assets and agree to assume certain
related liabilities. $2.5 million of the purchase price will be payable at closing and an additional $2.0 million will be payable
on or before March 29, 2019. The remaining purchase price will be paid in four annual installments of $2.5 million on or before
each December 31, commencing on or before December 31, 2019. The Company and Vector have reserved the right to evidence the right
to receive the four annual installments in the form of a note convertible into freely tradable shares of Vector’s common
stock on such terms as the Company and Vector may agree, or by other financial instruments as mutually agreed by the Company and
Vector. The Option Agreement will terminate in accordance with its terms if the closing does not occur on or prior to March 1,
2019, other than as a result of the Company’s material breach. No assurance can be given that the option will be exercised
or, if exercised, that the Company will receive payment of the purchase price when due.
Under the terms of
a letter agreement entered into in connection with the Option Agreement, the Company and Vector have agreed to coordinate various
critical activities in the maintenance of Ceplene’s Market Authorization in Europe until closing of the transaction, which
is anticipated in the first quarter of 2019.
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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/ Tony Fiorino
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Name:
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Tony Fiorino, M.D. Ph.D.
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Title:
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Interim Chairman, President and
Interim Chief Executive Officer
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Date: November 28, 2018
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(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