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): April 19, 2016

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 (see General Instruction A.2. below):

On April 19, 2016, Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”), entered into a Capital Access Agreement (the “Capital Access Agreement”) with Regatta Select Healthcare, LLC, a Delaware limited liability company (“Regatta”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, Regatta is committed to purchase up to an aggregate of 3,500,000 shares (the “Purchase Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), over the 12-month term of the Capital Access Agreement. The aggregate offering amount to be issued and sold by the Company pursuant to the Capital Access Agreement shall not exceed $1.51 million.

Beginning on the day following the date that certain closing conditions in the Capital Access Agreement are satisfied (the “Commencement Date”), which conditions were satisfied on April 19, 2016, the Company shall have the right, but not the obligation, to direct Regatta via written notice (a “Put Notice”) to purchase up to a specific ceiling of Purchase Shares. The Company is permitted to deliver up to four Put Notices per month. The purchase price per a Purchase Share pursuant to such Put Notice (the “Purchase Price”) shall equal 83% of the lowest price of the Common Stock during the five consecutive trading days immediately following the date of such Put Notice (the “Put Date”). The number of Purchase Shares that may be purchased under each Put Notice is subject to a ceiling of the lesser of (a) $250,000 in Purchase Shares or (b) 200% of average daily volume of the shares traded on the market on which the Company’s Common Stock is traded, computed using the 10 business days prior to the Put Date multiplied by the average of the daily closing price for the 10 business days immediately preceding the Put Date. The Purchase Price is additionally subject to a floor price equal to 75% of the average closing bid price for the Common Stock for the 10 trading days prior to the Put Date (the “Floor Price”).

All shares of Common Stock will be issued pursuant to the Company’s “shelf” registration statement on Form S-3 (File No. 333-198647), previously filed with the U.S. Securities and Exchange Committee (“SEC”) on September 8, 2014, as amended on October 3, 2014, and that was declared effective by the SEC on October 28, 2014 (the “Registration Statement”). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the shares discussed herein, nor shall there be any offer, solicitation, or sale of the shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.

At any time after the Commencement Date, the Capital Access Agreement may be terminated by the mutual written consent of the Company and Regatta. The Capital Access Agreement shall terminate automatically upon the commencement of certain bankruptcy proceedings, on the date that the Company sells and Regatta purchases the full number of Purchase Shares, or upon the first day of the month immediately following the 12 months anniversary of the Commencement Date (the “Maturity Date”).

During the term of the Capital Access Agreement and for a period of one year thereafter, Regatta has a right of first offer to purchase any equity securities of the Company, as well as any rights, options, or warrants to purchase such equity securities, and any securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities, which the Company has a bona fide proposal to sell or offers to sell, other than equity securities offered or sold in an underwritten public offering.

Net proceeds to the Company will depend on the Purchase Price and the frequency of the Company’s sales of Purchase Shares to Regatta. The Company’s delivery of Put Notices will be made subject to market conditions, in light of the Company’s capital needs from time to time and under the limitations contained in the Capital Access Agreement. The Company will use the net proceeds from the offering as described in the prospectus supplement filed in connection with the transaction.

The foregoing description of the Capital Access Agreement is not a complete description of all the terms. For a complete description of all the terms, we refer you to the full text of the Capital Access Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.

A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the Purchase Shares pursuant to the Capital Access Agreement is attached as Exhibit 5.1 hereto.

* The Capital Access Agreement has been included to provide information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Capital Access Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Capital Access Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties.
 

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.

Date: April 20, 2016