Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2014, Camp Nine, Inc. (the "Company") completed a final closing of
the sale of units pursuant to a Unit Purchase Agreement, dated June 10, 2014
(the "Purchase Agreement"), and Subscription Agreement, dated June 10, 2014 (the
"Subscription Agreement"), among the Company and certain accredited investors
named therein. The securities sold in the offering consisted of an aggregate of
(i) 7,129,725 shares (the "Shares") of its common stock par value $0.001 per
share (the "Common Stock"), (ii) Series A (the "Series A Warrants") warrants to
purchase 7,129,725 shares of its Common Stock at an in exercise price of $1.50
per share, subject to adjustment, and (iii) Series B (the "Series B Warrants")
warrants to purchase 3,564,862 shares of its Common Stock at an in exercise
price of $2.25 per share, subject to adjustment. The Series A Warrants are
exercisable for a period of 120 days from the date of issuance and the Series B
Warrants are exercisable for a period of 5 years from the date of issuance. The
Company received an aggregate of $10,694,588 in aggregate gross proceeds from
the sale of securities under the Purchase Agreement.
As required by the Purchase Agreement, at the closing, the investors also became
parties to a investor rights Agreement dated as of June 10, 2014 (the "Investor
Rights Agreement") pursuant to which the Company will be required to file a
registration statement registering with the United States Securities and
Exchange Commission such Shares and the shares of Common Stock underlying the
Series A Warrants and Series B Warrants (the "Warrant Shares"). If the
registration statement is not filed or declared effective within the timeframe
set forth in the Investor Rights Agreement, the Company is obligated to pay the
investors an amount equal to of 1% of the total purchase price of the securities
per month (up to a maximum of 6% in the aggregate) until such failure is
cured. Officers and directors of the Company also entered into a lock-up
agreements (the "Management Lockup Agreement") pursuant to which they agreed not
to sell or otherwise transfer any shares of Common Stock or other securities of
the Company owned by them until the date that is the earlier of (i) twelve (12)
months from May 20, 2014 (the closing date of the reverse merger with Relmada
Therapeutics, Inc.) or (ii) six (6) months following the effective date of the
registration statement to be filed in connection with the entering into the
Agreement with the purchasers. Further, the Company's Chief Executive Officer
agreed not to sell or otherwise transfer any shares of the Company's Common
Stock until three months after we up-list our common stock to a U.S. national
stock exchange, such as, but not limited to, NASDAQ or NYSE MKT (the "CEO Lockup
Laidlaw & Company (UK) Ltd. acted as placement agent with respect to the
offering and received a cash fee of $1,069,458 (not including a 2%
non-accountable fee for expenses) from the sale of securities and will be issued
warrants to purchase 1,782,431 shares of Common Stock from the sale of
securities to the investors at the closing.
A press release announcing the closing is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
The foregoing is not a complete summary of the terms of the transactions
contemplated by the Purchase Agreement and reference is made to the complete
text of the Purchase Agreement, Subscription Agreement, Investor Rights
Agreement, Form of Series A Warrant, Form of Series B Warrant, Form of
Management Lock-Up Agreement, and CEO Lockup Agreement which are filed as
Exhibits 10.1, 10.2, 10.3, 4.1, 4.2. 10.4 and 10.5, respectively.
The securities offered have not been registered under the Securities Act of
1933, as amended and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. This
Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above is incorporated herein by reference
in response to this Item 3.02.
The Shares, Series A Warrants, and Series B Warrants described were offered and
sold solely to "accredited investors" in reliance on the exemption from
registration afforded by Rule 506 of Regulation D promulgated under Section 4(2)
of the Securities Act. In connection with the sale of these securities, the
Company relied on each investor's written representations that it was an
"accredited investor" as defined in Rule 501(a) of Regulation D. In addition,
neither the Company nor anyone acting on its behalf has offered or sold these
securities by any form of general solicitation or general advertising.
Item 9.01 Financial Statements and Exhibits.
4.1 Form of Series A Warrant, dated June 10, 2014.
4.2 Form of Serie B Warrant, dated June 10, 2014.
10.1 Unit Purchase Agreement, dated June 10, 2014, by and among Camp Nine,
Inc. and signatories thereto.
10.2 Subscription Agreement, dated June 10, 2014, by and among Camp Nine, Inc.
and signatories thereto.
10.3 Form of Investor Rights Agreement, dated June 10, 2014, by and among Camp
Nine, Inc. and signatories thereto.
10.4 Form of Management Lockup agreement (incorporated by reference to Exhibit
4.9 to Camp Nine, Inc.'s Report on Form 8-K filed with the SEC on May 27,
10.5 CEO Lockup Agreement (incorporated by reference to Exhibit 4.10 to Camp
Nine, Inc.'s Report on Form 8-K filed with the SEC on May 27, 2014).
99.1 Press Release, dated June 16, 2014.