Attached files
| file | filename |
|---|---|
| EX-10.1 - Omnimmune Holdings, Inc. | ex10-1.htm |
| EX-10.3 - Omnimmune Holdings, Inc. | ex10-3.htm |
| EX-10.2 - Omnimmune Holdings, Inc. | ex10-2.htm |
| EX-10.4 - Omnimmune Holdings, Inc. | ex10-4.htm |
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): January 20, 2010
Omnimmune
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware | 333-145507 | 26-3128407 |
| (State or other Jurisdiction of Incorporation) |
(Commission
File Number)
|
(IRS Employer Identification No.) |
| 4600 Post Oak Place, Suite 352, Houston, Texas | 77027 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area
code: (713) 622-8400
|
N/A
|
|
(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:
r Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r 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.
On
January 20, 2010 (the “Closing Date”),
Omnimmune Holdings, Inc. (hereinafter, referred to as “we” or “us”) entered into
a Term Sheet for Debt Financing and Agreed Upon Restructuring with Margie
Chassman (the “Term Sheet”), and
in connection therewith, entered into: (i) subscription agreements (the “Subscription
Agreements”) described below in Item 3.02 to sell up to $500,000 of
unsecured convertible promissory notes to accredited investor entities and
individuals (individually, a “Purchaser,” and
collectively, the “Purchasers”), and
(ii) a Lock-Up Agreement (the Lock-Up
Agreement”) with Margie Chassman (“Chassman”) .
In
connection with the agreed upon restructuring, our Board of Directors approved
anti-dilution protection for our management and angel
investors. Pursuant to the terms of the anti-dilution protection,
management will maintain their collective ownership or control of 47.51% of the
Company on a fully diluted basis (after giving effect to all shares of common
and preferred stock, options and warrants and convertible debt securities), with
such protection to remain in place through the next $3.5 million in Net Funding
(as defined in the Term Sheet) for the Company. Certain angel
investors may also receive anti-dilution protection allowing them to retain,
collectively, 1.93% of the total ownership interest in the Company through the
completion of the $500,000 financing contemplated by the Term
Sheet. The anti-dilution protection may be effectuated through the
issuance of shares of common stock, adjustable preferred stock, options or any
other securities as determined by management and the Board of
Directors.
Under the
terms of the restructuring, the conversion price of the various notes held by
Chassman of approximately $800,000 shall be fixed at $0.01 per
share. In addition, as part of the Lock-Up Agreement, and subject to
the limited quarterly “leakage amounts” described in the Lock-Up Agreement,
Chassman has agreed to restrict her ability to transfer or sell any convertible
notes, shares underlying such notes, and other shares of stock, warrants and
other securities for a period of two years.
As part
of the restructuring, upon full funding of $500,000, and subject to the Company
having sufficient wherewithal to cover the costs and expenses related thereto,
including legal costs, the Company is required to use its best efforts to
prepare and file a proxy statement with the SEC (the “Proxy”) to obtain stockholder approval
for (i) an increase in the authorized common stock of the Company to 500 million
shares; (ii) obtaining authority to cause a reverse stock split for
the Company’s common stock in the range of one share for each five to fifty
shares outstanding; and (iii) amending the Company’s certificate of
incorporation to include a blank check preferred stock authorization. Pending an
increase in authorized common shares, any conversion and exercise rights shall
be limited based on the current total of 50,000,000 authorized shares in the
aggregate.
Item
2.03 Creation of a Direct Financing Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
January 20, 2010, we entered into agreements that created material direct
financial obligations. The agreements are more fully described in Item 3.02
below.
Item
3.02 Unregistered Sale of Securities.
On
January 20, 2010, we entered into Subscription Agreements with certain
Purchasers for a total aggregate investment in the Company of $200,000 out of a
maximum of up to $500,000 to be raised on or before March 31, 2010, as such date
may be extended. Pursuant to the Subscription Agreements, we executed and agreed
to deliver to the Purchasers unsecured convertible promissory notes with a fixed
conversion price of $0.01 per share, subject to customary adjustments (each, a
“Note” and
collectively, referred to as the “Notes”).
The Notes
mature 5 years after the date of issuance (the “Maturity Date”) and
bear interest at ten percent (10%) per annum, payable at the request of the
Holder. For the term of the Note, it is convertible into shares of
our common stock, par value $0.0001 (the “Common Stock”) at a
fixed conversion price (subject to adjustment from time to time upon the
occurrence of certain events) of $0.01 per share (the “Fixed Conversion
Price”). Each Purchaser can only convert his Note to the
extent that such conversion would not cause such Purchaser to own more than
4.99% of the outstanding shares of our Common Stock.
Additionally,
the Notes cannot be converted until such time as we amend our articles of
incorporation to increase the number of shares we have authorized to permit the
conversion of these Notes into shares of our Common Stock. As described above in
Item 1.01 above, and subject to completion of the full $500,000 raise
contemplated by the Term Sheet, we have agreed to use our best efforts to
prepare and file with the SEC the Proxy.
The
foregoing summaries of the terms of the Subscription Agreement, the Notes, the
Term Sheet and the Lock-Up Agreement are subject to, and qualified in their
entirety by, such documents attached hereto as Exhibits 10.1,10.2, 10.3 and
10.4, respectively, which are incorporated herein by
reference.
The sale of the Notes were issued in
reliance upon the exemption from securities registration afforded by Rule 506 of
Regulation D as promulgated by the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Securities Act”)
or Section 4(2) of the Securities Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
|
Exhibit
Number
|
Description
|
|
10.1
|
|
|
10.2
|
|
| 10.3 | |
| 10.4 |
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.
|
OMNIMMUNE
HOLDINGS, INC.
|
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Date:
January 26, 2010
|
By:
|
/s/ Harris A.
Lichtenstein
|
|
|
Harris
A. Lichtenstein, Ph.D.
|
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|
President
and Chief Executive Officer
|
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