AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): July 20, 2017
Name of Registrant as Specified in Charter)
or other jurisdiction
El Camino Real, Suite 300
of Principal Executive Offices)
telephone number, including area code: (858) 997-2400
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company ☐
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
into a Material Definitive Agreement.|
previously reported, on July 29, 2016, Adamis Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase
agreement with certain investors pursuant to which the Company agreed, among other things, to sell an aggregate of 3,573,255 shares
of Common Stock, and to issue warrants (the “2016 Warrants”) to purchase up to 3,573,255 shares of Common Stock, to
such investors in a registered direct offering.
July 20, 2017, the Company and certain holders of the 2016 Warrants agreed to reduce the exercise price of the 2016 Warrants
held by such holders from $2.98 to $2.78 per share (the “Reduced Exercise Price”) in consideration for the
exercise in full of the 2016 Warrants held by such holders. The Company entered into a Warrant Repricing Letter Agreement
(the “Exercise Agreement”) with two holders of the 2016 Warrants (the “Exercising Holders”), which
Exercising Holders own, in the aggregate, 2016 Warrants exercisable for 2,765,500 shares of Common Stock. Pursuant
to the Exercise Agreements, the Exercising Holders and the Company agreed that the Exercising Holders would exercise their
2016 Warrants with respect to all of the shares of Common Stock underlying such 2016 Warrants for the Reduced Exercise Price.
If the exercise of the 2016 Warrants would cause the holder to exceed the 4.99% beneficial ownership limitations
(“Beneficial Ownership Limitation”) (as defined in the 2016 Warrants), then the Company will only issue such
number of shares to the holder as instructed by the holder and as would not cause such holder to exceed the maximum number of
shares permitted under the Beneficial Ownership Limitation, with the balance of shares to be held in abeyance until the
balance may be issued in compliance with such limitations.
Company expects to receive aggregate gross proceeds of approximately $7,688,090 from the exercise of the 2016
Warrants by the Exercising Holders. The Company engaged Maxim Group LLC to advise the Company in connection with the Exercise
Agreements. Maxim Group LLC will be entitled to a fee equal to $76,881.
description of terms and conditions of the Exercise Agreements set forth herein does not purport to be complete and is
qualified in its entirety by reference to the full text of the form of Exercise Agreement, which is attached hereto as
Modifications to Rights of Security Holders.|
information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.03.
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.
Robert O. Hopkins|
Robert O. Hopkins|
Chief Financial Officer