Registration of Additional Securities (up to 20%) (s-1mef)
19 Octobre 2017 - 9:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 19, 2017
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IMMUNE
PHARMACEUTICALS INC.
(Exact name of registrant as specified
in its charter)
Delaware
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2836
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52-1841431
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(State or other jurisdiction
of incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer Identification No.)
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(Address including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Elliot Maza
Chief Executive Officer
550 Sylvan Avenue
Englewood Cliffs, NJ 07632
Telephone: (201) 464-2677
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard A. Friedman, Esq.
Stephen A. Cohen, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza, 39 th Floor
New York, NY 10112
Telephone: (212) 653-8700
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Barry I. Grossman, Esq.
Sarah Williams, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370-1300
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Approximate date of commencement of proposed
sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box. ☐
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering
x
333-220413
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
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Accelerated filer
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Non-accelerated filer
¨
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Smaller reporting company
x
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Emerging growth company
¨
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If 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 in Section 7(a)(2)(B) of the Securities Act.
¨
Title of Each Class of Securities to be Registered(1)
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Proposed Maximum
Aggregate Offering
Price(1)
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Amount of
Registration Fee(2)
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Units consisting of:
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$
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3,240,000
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$
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404
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(i) Shares of Series E 8.0% Convertible Preferred Stock .
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$
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—
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$
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—
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(ii) Warrants to purchase shares of common stock
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$
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—
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$
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—
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(iii) Shares of common stock issuable upon conversion of the Series E Preferred Stock(3)(4)
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—
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—
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Common stock issuable upon exercise of the Warrants
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$
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3,240,000
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$
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404
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Total
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$
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6,480,000
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$
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808
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(1)
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Represents only
the additional number of units and additional underlying securities being registered. This does not include the securities that
the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-220413) (“Prior
Registration Statement”).
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(2)
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Estimated solely for the purpose of calculating the amount
of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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(3)
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Pursuant to Rule 457(i) of and existing interpretations
under the Securities Act, no separate registration fee is required for the common stock underlying the Preferred Stock because
such securities are being registered at the same time as the Preferred Stock.
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(4)
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No fee pursuant to Rule 457(g) under the Securities Act.
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This Registration Statement shall become effective upon filing
with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1
is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, by Immune Pharmacueticals Inc. (the “Registrant”). This Registration Statement incorporates
by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File
No. 333-220413), originally filed September 11, 2017, as amended (together with its exhibits, the “Prior Registration
Statement”), which was declared effective by the Commission on October 18, 2017.
The Registrant is filing this
registration statement for the sole purpose of increasing the aggregate number of units offered (including the underlying
securities in such units) by 3,000 units. The additional securities that are being registered for sale are in an
amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the
Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior
Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.
The required opinions and consents are
listed on the Exhibit Index attached hereto and filed herewith or incorporated herein by reference in accordance with Rule 439(b) of the Securities Act.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Englewood Cliffs, State of New Jersey, on October 19, 2017.
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IMMUNE PHARMACEUTICALS INC.
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By:
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/s/ Elliot M. Maza
Elliot M. Maza
Chief Executive Officer
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Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated and on the dates indicated:
Signature
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Title
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Date
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/s/ Elliot M. Maza
Elliot M. Maza
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Chief Executive Officer and Director
(Principal Executive Officer)
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October 19, 2017
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/s/ John C. Militello
John Militello
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VP Finance, Controller and
Chief Accounting Officer
(Principal Financial Officer and
Principal Accounting Officer)
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October 19, 2017
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/s/ Daniel Kazado
Daniel Kazado
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Director
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October 19, 2017
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/s/ Dr. Cameron Durrant
Dr. Cameron Durrant
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Director
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October 19, 2017
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/s/
Dr.
Daniel G. Teper
Dr. Daniel G. Teper
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Director
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October 19, 2017
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/s/ John A. Neczesny
John A. Neczesny
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Director
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October 19, 2017
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/s/ Dr. Jeffrey Paley
Jeffrey Paley
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Director
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October 19, 2017
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