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| EPCT > SEC Filings for EPCT > Form 8-K on 12-Feb-2013 | All Recent SEC Filings |
12-Feb-2013
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
On February 11, 2013, EpiCept Corporation ("EpiCept"), EpiCept Israel Ltd. and Immune Pharmaceuticals Ltd. ("Immune") executed an amendment to the Merger Agreement and Plan of Reorganization that they signed on November 7, 2012. Under the terms of the amendment, Immune may, at any time and from time to time prior to the effective time of the merger, purchase new shares of EpiCept common stock directly from EpiCept at a purchase price of $0.13 per share. Any shares of EpiCept common stock sold to Immune in such a pre-merger investment will be cancelled at the effective time of the merger, but the relative post-closing ownership percentages in the combined company will be adjusted at the closing such that, for each $100,000 invested by Immune in EpiCept pursuant to such a pre-merger investment (up to an aggregate of $500,000), the post-closing ownership percentage of the pre-closing Immune stockholders in the combined company will be increased by an additional 0.7%. The parties will negotiate any further adjustments to the relative post-closing ownership percentages in the combined company that may apply to amounts in excess of $500,000 that Immune invests by purchasing shares of EpiCept common stock from EpiCept.
The amendment also allows Immune additional time to provide its audited
financial statements, which are now required by February 28, 2013, and to obtain
certain consents, which are now required by March 31, 2013. The amendment also
(i) redefines EpiCept's Specified Liabilities to exclude any such liabilities
that will be discharged by the issuance of EpiCept Common Stock following the
effective time of the merger in lieu of cash payment by EpiCept of such
obligations, and (ii) removes as a closing condition the amendment EpiCept's
certificate of incorporation to increase its number of authorized shares.
10.1 Amendment No. 2 to Merger Agreement and Plan of Reorganization, dated as of February 11, 2013, by and among EpiCept Corporation, Epicept Israel Ltd. and Immune Pharmaceuticals Ltd.
99.1 Press release, dated February 12, 2013.
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