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EX-99.1 - EXHIBIT 99.1 - IMMUNE PHARMACEUTICALS INCs100873_99-1.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): March 10, 2015

  

IMMUNE PHARMACEUTICALS INC.

(Exact Name of Registrant as Specified in its Charter) 

 

Delaware 001-51290 52-1841431

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

  

430 East 29th Street, Suite 940

New York, NY 10016

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (646) 440-9310

 

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)

 

  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 March 10, 2015, Immune Pharmaceuticals Inc. (the “Company”) entered into a binding memorandum of understanding (the “MOU”) with Yissum Research Development Company of The Hebrew University of Jerusalem Ltd. (“Yissum”) regarding certain of Yissum’s patents in connection with nanoparticles for topical delivery (the “Technology”) for AmiKetTM, the Company’s neuropathic pain drug candidate ready for a Phase III clinical trial which has received Orphan Drug Designation for Post Herpetic Neuralgia. Pursuant to the MOU, the parties will be entered into a definitive license agreement (the “License”) within six months of the date of the MOU (subject to an extension), for the commercial development and marketing of the Technology worldwide. In addition, the Company will sponsor Yissum’s further research and development of the Technology for AmiKet.

 

In consideration for the License to be executed between the parties, the Company will be obligated to pay Yissum the following payments:

 

An annual maintenance fee of $30,000 beginning five years after the execution of the License, which maintenance fee shall increase at rate of 30% each year, up to a maximum of $100,000 and may be credited against royalties or milestone payments payable in the same calendar year.

 

Royalties on net sales of products by the Company in the amount of up to 3%, subject to certain possible reductions.

 

Up to approximately $4.5 million upon the achievement of certain regulatory, clinical development and commercialization milestones.

 

In addition, the Company will be sponsor the further research of the Technology to be conducted by Yissum, with a minimum payment of $300,000 for the first year, which amount shall be reviewed and approved by the parties on an annual basis.

 

A copy of the MOU will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2015 to be filed with the Securities and Exchange Commission.

 

Item 7.01 Regulation FD Disclosure.

   

On March 16, 2015, the Company issued a press release announcing the entry into the MOU with Yissum, as described under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing. 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

Exhibit
Number
  Description
99.1   Press release, dated March 16, 2015

  

 

 

 

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.

 

  IMMUNE PHARMACEUTICALS INC.
   
Dated: March 16, 2015 By:

/s/ Daniel G. Teper

    Name: Daniel G. Teper
    Title: Chief Executive Officer