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Farmas USA

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#95611

Re: Farmas USA

GALE

Moddificación S3

La parte interesante

Amendment to Senior Secured Debenture
On May 10, 2016, we entered into a Securities Purchase Agreement with JGB (Cayman) Newton Ltd., or JGB, pursuant to which we sold and issued
to JGB, at a 6.375% original issue discount, a 9% Senior Secured Debenture due November 10, 2018 and having a principal face amount of $25,530,000, or the
Original Debenture, and warrants to purchase up to 2,000,000 shares of the Company’s common stock, or the Warrants. A summary of the terms and conditions of
the Securities Purchase Agreement, the Debenture and the Warrants was set forth under Item 5 of Part II of the our Quarterly Report on Form 10-Q for the period
ended March 31, 2016, as filed with the Commission on May 10, 2016, which summary is incorporated by reference herein. On August 22, 2016, we, JGB and
certain other parties entered into an Amendment Agreement, which provides for the amendment and restatement of the Original Debenture, an amendment to the
terms of the Series A Common Stock Purchase Warrant issued by us to JGB pursuant to the terms of the Securities Purchase Agreement, and certain other terms
and conditions, as summarized below.
Pursuant to the Amendment Agreement, the Original Debenture issued to JGB was amended and restated in its entirety. We refer to the amended and
restated Debenture as the Amended Debenture. Among other items, the Amended Debenture contains the following modified and/or additional terms from the
Original Debenture: • With respect to interest accruing on the outstanding principal amount under the Amended Debenture for the period prior to November 10, 2016, we are
permitted to satisfy such interest payments in kind by adding such amount to the outstanding principal. • JGB can from time to time during the term of the Amended Debenture require us to prepay in cash all or a portion of the outstanding principal plus
accrued and unpaid interest, herein referred to as the “Outstanding Amount”, on written notice to us, provided, that such prepayment amount shall not
exceed the lesser of $18,500,000 or the Outstanding Amount. In addition, we shall have the right to prepay in cash all (but not less than all) of the
Outstanding Amount (1) at any time after November 10, 2017, or (2) upon a “change of control” (as such term is used in the Amended Debenture), in
each case with a 10% premium on the Outstanding Amount. • JGB shall continue to have the right under the Original Debenture, commencing November 10, 2016, to require us to redeem the Outstanding Amount
in cash, shares of our common stock or a combination thereof, except that the maximum monthly amount of such redemptions was increased from
$1,100,000 to $1,500,000 under the Amended Debenture; provided, that if the trading price of our common stock is at least $0.40 per share (as
adjusted appropriately for stock splits, combinations or similar events) during such calendar month, then such monthly maximum redemption amount
may be increased to $2,200,000 at JGB’s election and if we have already elected to satisfy such redemptions in shares of common stock. In addition,
notwithstanding the foregoing limitations on the monthly redemption amount, JGB may elect up to three times in any 12-month period to increase the
monthly maximum to $2,500,000. • Among the various conditions that must be satisfied in order for us to be able to elect to satisfy the monthly redemption amounts in shares of our
common stock, the minimum volume-weighted average price of the common stock was decreased from $0.75 to $0.20 per share in the Amended
Debenture. • The Amended Debenture provides that, following November 10, 2016, JGB may elect to convert any portion of the Outstanding Amount into shares of
common stock at a fixed price of $0.60 per share (as adjusted appropriately for stock splits, combinations or similar events). • Under the Original Debenture, we were required to maintain a minimum of $24,000,000 of unencumbered cash in a restricted account as security for
our obligations under the Original Debenture. Under the Amended Debenture, such minimum amount has been reduced to the lesser of $18,500,000 or
the Outstanding Amount.
Pursuant to the Purchase Agreement, on May 10, 2016, we issued to JGB a Series A Common Stock Purchase Warrant, or the Series A Warrant to
purchase 1,000,000 shares of our common stock at a price of $1.51 per share. In accordance with the terms of the Amendment Agreement, the exercise price of the
warrant was reduced to $0.43 per share (as adjusted appropriately for stock splits, combinations or similar events).
Additionally, in accordance with the listing rules of the NASDAQ Capital Market, the Amended Debenture continues to provide that the maximum
number of shares common stock that we are permitted to issue pursuant to the Debenture is 36,185,586 shares, which amount represented approximately 19.9% of
our outstanding common stock on May 10, 2016. However, we have agreed to seek stockholder approval to exceed such limitation in accordance with applicable
NASDAQ rules.

Common stock to be offered by the
selling stockholders
2,000,000 shares of our common stock issuable upon exercise of the Series A and Series B warrants. The number of
shares of common stock issuable upon the exercise of the Series A and Series B warrants and the exercise prices thereof
are subject to adjustment in certain circumstances.
Shares outstanding after this offering
184,321,385 shares (excluding treasury shares) assuming all the warrants are exercised in full and without giving effect
to any other issuances of common stock subsequent to the date hereof.
Use of proceeds We will receive none of the proceeds from the sale of shares by the selling stockholders in this offering. However, we
intend to use the net proceeds of any exercises of the Series A and Series B warrants by the holder thereof to augment
our working capital and for general corporate purposes. See “Use of Proceeds.”
Dividend policy We do not anticipate paying any cash dividends on our common stock.
Trading Our common stock is traded on The NASDAQ Capital Market under the symbol “GALE.”
Risk factors Investing in our common stock involves significant risks. See “Risk Factors” beginning on page 9 of this prospectus and
the documents incorporated by reference in this prospectus.
The number of shares of common stock shown above to be outstanding after this offering is based on 182,321,385 shares outstanding as of June 30, 2016 and
excludes as of such date: • 675,000 shares held in treasury; • 10,309,365 shares of our common stock subject to outstanding options having a weighted-average exercise price of $2.44 per share; • 10,923,000 shares of our common stock reserved for issuance in connection with future awards under our 2007 stock incentive plan; • 461,000 shares of our common stock reserved for sale under our employee stock purchase plan; and
• 37,418,263 shares of our common stock subject to outstanding warrants having a weighted-average exercise price of $1.82 per share.

http://investors.galenabiopharma.com/investors/financials/sec-filings/sec-filings-details/default.aspx?FilingId=11631404

«Después de nada, o después de todo/ supe que todo no era más que nada.»

#95612

Re: Farmas USA

ITCI solo para valientes...
Piper Jeffrey analyst reiterated Outperform rating and $22 price target on Intra-cellular Therapies (NASDAQ:ITCI) after a conversation with a key psychiatry physician leader. The psychiatrist considered the ITI-007 approvable in treatment of schizophrenia based on results of phase 2 and first phase 3 trial and did not think that FDA will ask the company to conduct another phase 3 trial.

#95613

Re: Farmas USA

VSAR
Alguien la sigue? Yo la seguía hace un par de años pero lla dejé a un lado. Esto si son insider buys.
Versartis (NASDAQ:VSAR), had significant insider buying ($7 million) by an insider (director). The company has up-coming catalysts (phase 3 results in pediatric growth hormone deficiency, GHD and phase 2 results in adult GHD).

#95615

Re: Farmas USA

NVAX
Y siguen contratando gente...
Two new job ads on LinkedIN. https://www.linkedin.com/company/novavax/

NOVAVAX INC is hiring: Manager, Clinical Samples
1 day ago

NOVAVAX INC is hiring: Senior Research Associate / Associate Scientist, Process Development (Downstream Scale-up)
1 day ago

NOVAVAX INC is hiring: Quality Control Supervisor, Biochemistry
8 days ago

#95616

Re: Farmas USA

BMY
Una visión no demasiado positiva de DoctoRX:

http://seekingalpha.com/article/4011464-bristol-myers-squibb-opdivo-fiasco

Para él Roche va a ser el líder en el futuro. Y sobre el mercado, piensa que el milenarismo va a llegar...

Al final me entraron todas las órdenes menos VTGN, vaya meneo le han metido.

FGEN la espero algo más abajo. Y GILD en $72 le meto otro jetazo.

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