Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - IMMUNE PHARMACEUTICALS INC | v448347_ex10-1.htm |
| EX-5.1 - EXHIBIT 5.1 - IMMUNE PHARMACEUTICALS INC | v448347_ex5-1.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): September 6, 2016
IMMUNE PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36602 | 52-1841431 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 430 East 29th Street, Suite 940, New York, NY | 10016 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 440-9310
N/A
(Former name or former address, if changed since last report.)
With Copies to:
Richard A. Friedman, Esq.
Andrea Cataneo, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 6, 2016, Immune Pharmaceuticals Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with an existing stockholder for the sale of 4,000,000 shares of the Company’s common stock for gross proceeds of $2,000,000,00. The closing of the sale of the shares is expected to occur on or about September 7, 2016, subject to satisfaction of customary closing conditions as set forth in the Purchase Agreement.
The shares of common stock will be issued in a registered direct offering pursuant to a prospectus supplement filed with the Securities and Exchange Commission on September 7, 2016, in connection with a takedown from the Registration Statement on Form S-3 (File No. 333-333-198647), which was declared effective by the SEC on October 28, 2014. A copy of the opinion of Sichenzia Ross Friedman Ference LLP relating to the legality of the issuance and sale of the shares is attached as Exhibit 5.1 hereto.
The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, such document attached hereto as Exhibit 10.1, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 5.1 | Opinion of Sichenzia Ross Friedman Ference LLP |
| 10.1 | Purchase Agreement |
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.
| IMMUNE PHARMACEUTICALS INC. | |||
| By: | /s/ Daniel G. Teper | ||
| Name: | Daniel G. Teper | ||
| Title: | Chief Executive Officer | ||
Date: September 7, 2016