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| ABPI > SEC Filings for ABPI > Form 8-K on 7-Jun-2012 | All Recent SEC Filings |
7-Jun-2012
Entry into a Material Definitive Agreement, Creation of a Direct
Financing Transactions with Pabeti, Inc.
On June 1, 2012, Accentia Biopharmaceuticals, Inc. (the "Company") entered into a convertible debt financing transaction with Pabeti, Inc. ("Pabeti") providing for aggregate loans to the Company in the maximum amount of $1,500,000. In connection with the financing transaction, on June 1, 2012, the Company executed a secured promissory note, payable to Pabeti, in the maximum principal amount of $1,500,000 (the "Note"). Under the Note, Pabeti agreed to advance $300,000 to the Company on June 4, 2012 and agreed to advance an additional $200,000 to the Company on each of June 18, July 2, July 16, July 30, August 13, and August 27, 2012. The other material terms and conditions of the transaction are as follows:
• The Note will mature on June 1, 2015, at which time all indebtedness under the Note will be due and payable;
• Interest on the outstanding principal amount of the Note accrues and will be payable at a fixed rate of ten percent (10%) per annum;
• The Company's first interest payment is due on June 30, 2013 and subsequently at the end of each quarter in arrears (as to the principal amount then outstanding), and interest payments may be paid in cash or, at the election of the Company, may be paid in shares of the Company's common stock based on the volume-weighted average trading price of the Company's common stock during the last ten trading days of the quarterly interest period;
• At Pabeti's option, at any time prior to the earlier to occur of (a) the date of the prepayment of the Note in full or (b) the maturity date of the Note, Pabeti may convert all or a portion of the outstanding balance of the Note (including any accrued and unpaid interest) into shares of the Company's common stock at a conversion rate equal to $0.25 per share;
• Subject to certain exceptions, if the Company wishes to complete a follow-on equity linked financing during the 12 month period following the date of the Note at a price per share that is less than the conversion price under the date of the Note, then the Company must offer Pabeti a right to participate in such equity linked financing; and
• The Company may not prepay the Note without Pabeti's prior written consent.
To secure payment of the Note, the Company and Pabeti entered into a Security
Agreement (the "Security Agreement"). Under the Security Agreement, all
obligations under the Note are secured by a first security interest in
(a) 3,061,224 shares of the common stock of Biovest International, Inc.
("Biovest") owned by the Company, and (b) certain contingent earn-out payments
that may be payable to the Company by LA-SER Alpha Group Sarl in connection with
the Company's prior sale of its Analytica business unit.
As part of the financing transaction, the Company issued to Pabeti a Common Stock Purchase Warrant to purchase 3,000,000 shares of the Company's common stock (the "Warrant") for an exercise price of $0.28 per share (subject to adjustment for stock splits, stock dividends, and the like). The other material terms and conditions of the Warrant are as follows:
• The Warrant will expire on June 1, 2020;
• If the fair market value of one share of the Company's common stock is greater than the exercise price, in lieu of exercising the Warrant for cash, Pabeti may elect to utilize the cashless exercise provisions of the Warrant; and
• Pabeti will not be permitted to exercise any portion of the Warrant, to the extent that, after giving effect to such issuance after exercise, Pabeti (together with its affiliates and any other person or entity acting as a group together with Pabeti or any of Pabeti's affiliates) would beneficially own in excess of 9.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to the issuance of the shares of the Company's common stock issuable upon exercise of the Warrant.
The offer and sale of the Note and the Warrant (and the shares of common stock into which they are convertible or for which they are exercisable) in the above-described financing transaction were made pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, including pursuant to Rule 506 thereunder. Such offer and sale were made solely to an "accredited investor" under Rule 506 and were made without any form of general solicitation and with full access to any information requested by the investor regarding the Company or the securities offered.
Amendment to Convertible Promissory Note
On June 6, 2012, the Company and Dennis Ryll entered into an Amendment No. 1 (the "Note Amendment") to the Plan Convertible Promissory Note in the original principal amount of $4,483,284, dated November 17, 2010, payable by the Company to Mr. Ryll (the "Ryll Note"). The Ryll Note, which has an outstanding balance of $0.560 million as of May 31, 2012, was originally due on August 17, 2012. The Note Amendment now extends the maturity date through February 17, 2013, and the optional and automatic conversion provisions of the Ryll Note are being suspended until February 17, 2013 under the terms of the Note Amendment.
The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
See the Exhibit Index set forth below for a list of the exhibits that are included with this Current Report on Form 8-K.
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