IMMUNE PHARMACEUTICALS INC 8-K 2012
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 1.01 Entry into a Material Definitive Agreement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 8, 2012, the registrant, EpiCept Corporation (the "Company"), entered into a Securities Purchase Agreement with an institutonal investor relating to the issuance and sale in a public offering of 2,000 shares (the "Shares") of the Company’s Series A 0% Convertible Preferred Stock, par value $.0001 per share (the "Preferred Stock"), at a price of $1,000 per share, and warrants to purchase 5.0 million shares of Common Stock (the "Warrants," and together with the Shares, the "Securities"). The Shares of Preferred Stock are convertible into an aggregate of 10.0 million shares of the Company’s Common Stock. The closing is expected to occur on or before February 13, 2012. Net proceeds to the Company from the sale of the Securities will be approximately $1.8 million. The Company intends to use the net proceeds it receives to meet the Company’s working capital needs, repay indebtedness and for general corporate purposes. The proceeds of this offering together with existing cash are expected to be sufficient to fund operations into the third quarter of 2012. A copy of the Securities Purchase Agreement is attached hereto and incorporated herein by reference as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
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.