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Immune Pharmaceuticals Restructures Secured Loan Following Completion of Merger

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TARRYTOWN, N.Y., Aug. 27, 2013 /PRNewswire/ — Immune Pharmaceuticals Inc. (Nasdaq OMX Stockholm Exchange: IMNP and OTCQX: EPCTD) (“Immune” or the “Company”) announced today that it has executed the Third Amendment and Consent to the Loan and Security Agreement between the Company and MidCap Funding III, LLC (“MidCap”). This amendment restructures the loan in connection with the completed merger of Immune Pharmaceuticals Ltd. and EpiCept Corporation.

As a condition to the effectiveness of the amendment, Immune was required to have raised at least $1 million in unrestricted net cash proceeds in connection to the merger. Immune has received $4.3 million since the beginning of 2013 through various transactions in order to fund the associated merger costs and the on-going operations of both Immune Pharmaceuticals Ltd. and EpiCept through the merger closing, and therefore this important condition has been met. Additionally, Immune Ltd. completed in March 2013 an investment of $0.5 million in EpiCept equity at a split-adjusted price of $5.20 per share.

“With the execution of this amendment, we have met yet another important milestone for Immune,” stated Daniel Teper, Immune’s Chairman and Chief Executive Officer. “We are pleased that we have been able to reach a favorable agreement with MidCap, one which will enable the Company to remain focused on the commencement of the clinical studies of bertilimumab in ulcerative colitis and bullous pemphigoid, as well as our development of the NanomAb® program and the outlicensing of AmiKet™. The amendment allows us to concentrate the bulk of our resources on reaching important development milestones over the next 12-18 months.”

In addition to providing MidCap’s consent to the merger, the amendment fixed the principal balance of the Tranche 1 amount of the loan at approximately $4.4 million. Principal repayments on the Tranche 1 amount will commence June 1, 2014, if Immune raises net cash proceeds of $5.0 million or more by November 15, 2013; otherwise principal repayments on the Tranche 1 amount will commence on December 1, 2013. Principal repayments will be due in approximately equal monthly installments commencing on the first repayment date. The scheduled maturity date of the loan is August 1, 2016.

The amendment also provides for a Tranche 2 amount of $1 million, which will be available for drawing by the Company through August 1, 2014, at the Company’s discretion, upon meeting certain conditions, most importantly the raising of net cash proceeds of at least $17.5 million through one or more qualifying transactions, as defined in the amendment. Repayment of the Tranche 2 amount will be in approximately equal monthly payments, ending on the maturity date of the Tranche 1 loan. Interest on the Tranche 1 and Tranche 2 loans will accrue at the rate of 11.5% per annum and will be paid monthly in arrears.

In connection with the restructuring of the loan, the Company has granted to MidCap five-year warrants to purchase 101,531 shares of the Company’s common stock at $3.50 per share. Warrants to purchase additional shares of the Company’s common stock will be issuable if the Tranche 2 amount is drawn. The number of shares and the exercise price of the additional warrants will be based on the market price of the Company’s stock at the time of the drawing.

About Immune Pharmaceuticals Inc.

Immune Pharmaceuticals Inc. (Nasdaq OMX Stockholm Exchange: IMNP; OTCQX: EPCTD,) applies a personalized approach to treatment, developing novel, highly targeted antibody therapeutics to improve the lives of patients with inflammatory diseases and cancer. The Company’s lead product candidate, bertilimumab, is entering Phase II clinical studies for moderate-to-severe ulcerative colitis and bullous pemphigoid, with additional studies planned for Crohn’s disease and severe asthma. The Company is evaluating the use of its NanomAb® platform, a second generation antibody drug conjugate technology, with chemotherapeutics in order to enhance their safety and efficacy profiles by delivering the medicines directly to cancer cells. The Company’s growing oncology pipeline also includes proprietary antibodies and, clinical-stage small molecules that have been shown activity in a variety of solid tumors.

Immune is headquartered in the U.S., with its primary research and development facilities in Israel.

For more information, visit Immune’s website at www.immunepharmaceuticals.com.

Forward-Looking Statements

This news release and any oral statements made with respect to the information contained in this news release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are urged to consider statements that include the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “anticipates,” “intends,” “continues,” “forecast,” “designed,” “goal” or the negative of those words or other comparable words to be uncertain and forward-looking. Such forward-looking statements include statements that express plans, anticipation, intent, contingency, goals, targets, future development and are otherwise not statements of historical fact. These statements are based on our current expectations and are subject to risks and uncertainties that could cause actual results or developments to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Factors that may cause actual results or developments to differ materially include: the risks associated with the adequacy of our existing cash resources and our ability to continue as a going concern; the risks associated with our ability to continue to meet our obligations under our existing debt agreements; the risk that clinical trials for bertilimumab, crolibulin or AmiKet™ will not be successful; the risk that bertilimumab, crolibulin, AmiKet™ or compounds arising from our NanomAb® program will not receive regulatory approval or achieve significant commercial success; the risk that we will not be able to find a partner to help conduct the Phase III trials for AmiKet™ on attractive terms, a timely basis or at all; the risk that our other product candidates that appeared promising in early research and clinical trials do not demonstrate safety and/or efficacy in larger-scale or later-stage clinical trials; the risk that we will not obtain approval to market any of our product candidates; the risks associated with dependence upon key personnel; the risks associated with reliance on collaborative partners and others for further clinical trials, development, manufacturing and commercialization of our product candidates; the cost, delays and uncertainties associated with our scientific research, product development, clinical trials and regulatory approval process; our history of operating losses since our inception; the highly competitive nature of our business; risks associated with litigation; and risks associated with our ability to protect our intellectual property. These factors and other material risks are more fully discussed in our periodic reports, including our reports on Forms 8-K, 10-Q and 10-K and other filings with the U.S. Securities and Exchange Commission. You are urged to carefully review and consider the disclosures found in our filings which are available at www.sec.gov or at www.immunepharmaceuticals.com. You are cautioned not to place undue reliance on any forward-looking statements, any of which could turn out to be wrong due to inaccurate assumptions, unknown risks or uncertainties or other risk factors.

EPCT-GEN

[…]

The Sweeper: Manchester United in pre-season cash windfall

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MAN UTD IN PRE-SEASON TOUR CASH WINDFALL

Manchester United might not have made any notable signings so far this summer, but their cash tills are ringing.

The Red Devils have clocked over 26,000 miles in pre-season, travelling to Thailand, Australia, Japan and Hong Kong as part of their preparations for the 2013-14 campaign.

And thanks to a succession of tie-ups in the Far East in particular, the Red Devils have banked around £4 million this summer.

Along with the likes of Barcelona and Real Madrid, United’s brand remains one of the strongest in world football, with millions of supporters across the globe.

Monday’s meeting with AIK in Stockholm was a further example of the club’s powerful sponsorship strategy, with the Premier League champions’ various partners splashed on all the hoardings for what was effectively an away fixture.


– Paul Clennam


NEWCASTLE PAYING FULL WAGE FOR REMY LOAN

Loic Remy signed for Newcastle on a season-long loan this week only after the Premier League club agreed to pay his whopping £80,000-a-week wages in full.

REMY JOINS NEWCASTLE ON LOAN
66/1 Loic Remy is 66/1 to be the Premier League’s top scorer
The 26-year-old agreed to join the Magpies from QPR for the campaign as he felt that he needed to be playing in the top flight to boost his chances of playing with France at the World Cup next summer.Newcastle wanted the Rs to pay a significant portion of Remy’s wages but eventually agreed to pay the former Marseille man’s salary in full.Remy’s preference was to move to Tottenham, who are long-term admirers of the versatile forward, but the Londoners’ interest was only lukewarm.Spurs were also unwilling to pay his salary in full, while QPR accepted that the rape allegations that Remy is facing meant that no club would meet their £5 million asking price.
– Greg Stobart

Sergio Aguero shocked Manchester City fans this week when they heard him speak English at an outside event.And they can get used to more of the same from him and his fellow Spanish-speaking team-mates in the future. Aguero impressed around 6000 fans on stage at a City Live event by thanking fans for their support and how his English is improving. New boss Manuel Pellegrini, a perfect English speaker himself, has told the likes of Aguero, Silva, plus summer signings, Alvaro Negredo, Jesus Navas and Fernandinho, how important it is to speak the lingo, so the fans can relate to them even more.
– Paul Clennam

WEST HAM TO LEAVE IT LATE FOR PARKER REUNION
West Ham are ready to wait until the final week of the transfer window to move to re-sign former captain Scott Parker from Tottenham.Spurs are listening to offers for the veteran, with QPR manager Harry Redknapp keen to reunite with the midfielder.Parker, however, is hoping for better offers and is aware of interest from West Ham, whom he left for White Hart Lane in 2011 following the east London club’s relegation to the Championship.The 32-year-old is settled in London and would welcome a return to Upton Park and the opportunity for regular football, with his chances likely to be limited following the arrival of Paulinho and with Etienne Capoue also set to join Spurs from Toulouse.Spurs want between £4-5m for Parker but the Hammers believe that they can strike a deal late in the window for around half their rivals’ asking price.
– Greg Stobart
[…]

EpiCept Amends Loan and Security Agreement

TARRYTOWN, N.Y.–(BUSINESS WIRE)–

Regulatory News:

EpiCept Corporation (Nasdaq OMX Stockholm Exchange and OTCQX: EPCT) announced today that it has amended the Company’s Loan and Security Agreement with MidCap Financial, LLC (“MidCap” or the “Lender”) effective August 27, 2012.

Pursuant to the terms of the amendment, EpiCept has made a principal prepayment of $1.2 million, which approximates the scheduled principal payments due under the Loan and Security Agreement from September 1, 2012 through December 31, 2012. As a result of the prepayment, the current principal balance of the loan is $4.1 million. The next principal payment is due on January 15, 2013, and regularly scheduled monthly principal payments will commence February 1, 2013 until the scheduled maturity of the loan in March 2014. The Company will continue to make monthly payments of interest to the Lender as per the Loan and Security Agreement.

EpiCept also agreed, pursuant to the amendment, to maintain a cash balance of $1.1 million in a bank account that is subject to the security interest maintained by MidCap under the loan agreement. Further, the Company has committed to signing a definitive agreement, acceptable to MidCap, by October 15, 2012 with respect to a sale or partnering transaction and to consummate such a transaction as soon as is practical but in any event no later than January 15, 2013.

“This amendment is consistent with our current plans to complete a transaction and leaves us with cash availability similar to what we had prior to the amendment,” remarked Robert Cook, EpiCept interim President and CEO. “While we cannot be certain that an acceptable transaction can be completed according to this timetable or at all, we are intently focused on concluding a transaction within the deadlines set forth in the amendment.”

EpiCept engaged SunTrust Robinson Humphrey in January 2012 to assist in exploring strategic alternatives to maximize the commercial opportunity of AmiKet™ for the treatment of CIPN following taxane-based therapy. The engagement is focused on the identification and implementation of a strategy designed to optimize AmiKet™’s value for the Company’s stockholders, which includes the evaluation of potential transactions involving the sale of the Company. EpiCept is considering various transactions to obtain additional cash resources to fund operations, including the sale or licensing of assets and the sale of equity securities. Current cash is anticipated to be sufficient to run operations into the fourth quarter of 2012. If EpiCept is unable to complete a transaction or otherwise obtain funding on a timely basis, the Company may default on its loans or be declared in default under the Loan and Security Agreement, which would entitle the Lender to sell the Company’s intellectual property and other assets. See the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2012 for a further discussion of its liquidity and cash position.

About EpiCept Corporation

EpiCept is focused on the development and commercialization of pharmaceutical products for the treatment of pain and cancer. The Company’s pain portfolio includes AmiKet™, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. The Company’s product Ceplene®, when used concomitantly with low-dose interleukin-2 (IL-2) is intended as remission maintenance therapy in the treatment of acute myeloid leukemia (AML) for adult patients who are in their first complete remission. The Company sold all of its rights to Ceplene® in Europe and certain Pacific Rim countries and a portion of its remaining Ceplene® inventory to Meda AB. Ceplene® is licensed to MegaPharm Ltd. to market and sell in Israel and EpiCept has retained its rights to Ceplene® in all other countries, including countries in North and South America. The Company has other oncology drug candidates in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors.

Forward-Looking Statements

This news release and any oral statements made with respect to the information contained in this news release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements which express plans, anticipation, intent, contingency, goals, targets, future development and are otherwise not statements of historical fact. These statements are based on our current expectations and are subject to risks and uncertainties that could cause actual results or developments to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Factors that may cause actual results or developments to differ materially include: the risks associated with the adequacy of our existing cash resources and our ability to continue as a going concern, the risks associated with our ability to continue to meet our obligations under our existing debt agreements, the risk that Azixa™ will not receive regulatory approval or achieve significant commercial success, the risk that we will not receive any significant payments under our agreement with Myrexis, the risk that clinical trials for AmiKet™ or crolibulinTM will not be successful, the risk that AmiKet™ or crolibulinTM will not receive regulatory approval or achieve significant commercial success, the risk that we will not be able to find a partner to help conduct the Phase III trials for AmiKet™ on attractive terms, a timely basis or at all, the risk that Ceplene® will not receive regulatory approval or marketing authorization in the United States or Canada, the risk that Ceplene® will not achieve significant commercial success, the risk that our other product candidates that appeared promising in early research and clinical trials do not demonstrate safety and/or efficacy in larger-scale or later-stage clinical trials, the risk that we will not obtain approval to market any of our product candidates, the risks associated with dependence upon key personnel, the risks associated with reliance on collaborative partners and others for further clinical trials, development, manufacturing and commercialization of our product candidates; the cost, delays and uncertainties associated with our scientific research, product development, clinical trials and regulatory approval process; our history of operating losses since our inception; the highly competitive nature of our business; risks associated with litigation; and risks associated with our ability to protect our intellectual property. These factors and other material risks are more fully discussed in our periodic reports, including our reports on Forms 8-K, 10-Q and 10-K and other filings with the U.S. Securities and Exchange Commission. You are urged to carefully review and consider the disclosures found in our filings which are available at www.sec.gov or at www.epicept.com. You are cautioned not to place undue reliance on any forward-looking statements, any of which could turn out to be wrong due to inaccurate assumptions, unknown risks or uncertainties or other risk factors.

*Azixa is a registered trademark of Myrexis, Inc.

Contact:

EpiCept Corporation:

Robert W. Cook, (914) 606-3500

rcook@epicept.com

or

Media:
Feinstein Kean Healthcare

Greg Kelley, (617) 577-8110

gregory.kelley@fkhealth.com

or

Investors:
LHA

Kim Sutton Golodetz, (212) 838-3777

kgolodetz@lhai.com

or

Bruce Voss, (310) 691-7100

bvoss@lhai.com […]