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TRIBUTE PHARMACEUTICALS CANADA INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

July 17, 2014

Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On June 27, 2014, the Company filed the Original Form 8-K with the Commission to report its entry into the Underwriting Agreement with the Underwriters in connection with the Offering of 37,300,000 Units, with each Unit consisting of one and one-half of one Warrant at a price per Unit of CDN$0.70 (the "Offering Price") for aggregate gross proceeds of CDN$26,110,000. Each whole Warrant entitles the holder thereof to acquire one common share of the Company (a "Warrant Share") at a price per share of CDN$0.90 for a period of 24 months following the issuance thereof. Subject to the terms and conditions of the Underwriting Agreement, the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, an aggregate of 37,300,000 Units. Pursuant to the Underwriting Agreement, the Underwriters were also granted the option to purchase up to an additional 15% of the Units (the "Over-Allotment Option"), exercisable in whole or in part at any time up to 30 days following the closing of the Offering to cover over-allotments, if any. The Offering of Units, including the full exercise of the Over-Allotment Option by the Underwriters, closed on July 15, 2014.

In connection with the Offering, the Underwriters received a cash commission equal to 7.5% of the gross proceeds raised under the Offering (CDN$2,251,987.50 with the exercise in full of the Over-Allotment Option) and that number of non-transferable broker warrants equal to 7.5% of the number of Units sold (3,217,125 broker warrants with the exercise in full of the Over-Allotment Option). Each broker warrant is exercisable into one Unit of the Company for a period of 24 months from the closing of the Offering at a price equal to the Offering Price.

The net proceeds from the Offering are CDN$27,449,512.50 (with the exercise in full of the Over-Allotment Option), after deducting the Underwriters' commission of CDN$2,251,987.50 and estimated offering expenses of CDN$325,000. The net proceeds of the Offering will be used to source, negotiate and enter into future acquisitions and licenses of health care products and/or companies in the health care industry that are complementary to and/or consistent with the Company's current product portfolio and may include repayment or partial repayment of debt and general corporate purposes.

The Units, the Unit Shares, the Warrants and the Warrant Shares have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and the Units, the Offered Shares and the Warrants may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act), except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

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Pursuant to the terms of the Underwriting Agreement, the Company agreed not to issue or dispose of any securities of the Company for 90 days after July 15, 2014 without first obtaining the written consent of the Underwriters, subject to certain exceptions, extensions and terms as set forth in the Underwriting Agreement. In addition, pursuant to the terms of the Underwriting Agreement, the Company caused each of its directors and officers to enter into a lock-up agreement pursuant to which each such person agreed not to sell or transfer any securities of the Company held by them for 90 days after July 15, 2014 without first obtaining the written consent of the Underwriters, subject to certain exceptions, extensions and terms as set forth in the Underwriting Agreement. [TS Note: Tribute to confirm that all Lock-Up Agreements were entered into under these terms.]

A copy of the Underwriting Agreement was filed as Exhibit 1.1 to the Original Form 8-K and is incorporated herein by reference, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such Exhibit.

Warrant Indenture

In connection with the closing of the Offering, the Company entered into a warrant indenture governing the terms of the Warrants (the "Warrant Indenture") with Equity Financial Trust Company, as warrant agent for the Warrants (the "Warrant Agent"). The Company appointed the principal transfer offices of the Warrant Agent in Toronto, Ontario as the location at which Warrants may be surrendered for exercise or transfer.

Each Warrant entitles the holder to purchase one Warrant Share at a price of CDN$0.90. The exercise price and the number of Warrant Shares issuable upon exercise are both subject to adjustment in certain circumstances as more fully described below. Warrants are exercisable at any time prior to 4:00 p.m. (Toronto time) on the date that is 24 months after the closing of the Offering ("Warrant Expiry Time"). Warrants not exercised prior to the Warrant Expiry Time will be void and of no value. The exercise price for the Warrants is payable in Canadian dollars.

The Warrant Indenture provides for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including:

(i) the issuance of common shares or securities exchangeable for or convertible

into common shares to holders of all or substantially all of the Company's common shares by way of stock dividend or other distribution (other than a "dividend paid in the ordinary course", as defined in the Warrant Indenture, or a distribution of common shares upon the exercise of the Warrants or pursuant to the exercise of director, officer or employee stock options granted under the Company's stock option plan);



(ii) the subdivision, redivision or change of the common shares into a greater

number of common shares;

(iii) the reduction, combination or consolidation of the common shares into a

lesser number of common shares;

(iv) the fixation of a record date for the issue of rights, options or warrants

to all or substantially all of the holders of the common shares under which

such holders are entitled, during a period expiring not more than 45 days

after the record date for such issuance, to subscribe for or purchase

common shares, or securities exchangeable for or convertible into common

shares, at a price per share to the holder (having an exchange or . . .

Item 3.02 Unregistered Sales of Equity Securities

The information provided under Item 1.01 of this Amended Form 8-K is incorporated by reference into this Item 3.02.

The Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws, and the Units, the Offered Shares and the Warrants may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, persons in the United States or U.S. persons, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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The Underwriters agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable United States federal and state securities laws, they would not offer or sell any of the Units, the Offered Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. persons. The Underwriting Agreement permitted the Underwriters to offer the Units, the Offered Shares and the Warrants outside the United States to non-U.S. persons in compliance with Regulation S under the U.S. Securities Act. The Underwriting Agreement also permitted the Underwriters, through U.S. registered broker-dealers, to offer and resell the Units, the Offered Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. persons where such persons were "qualified institutional buyers", as such term is defined in Rule 144A under the U.S. Securities Act, in compliance with Rule 144A under the U.S. Securities Act and applicable state securities laws. The Underwriting Agreement also permitted the Underwriters, through U.S. registered broker-dealers, to offer the Units, the Offered Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. persons to whom the Corporation would sell such securities directly as substituted purchasers where such persons were institutional "accredited investors" that satisfied one of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) ("U.S. Institutional Accredited Investors"), in compliance with Rule 506(b) of Regulation D under the U.S. Securities Act and applicable state securities laws. The Underwriters advised the Company that no sales of Units were made to, or for the account or benefit of, persons in the United States or U.S. persons pursuant to the Offering.

The Underwriters agreed that, except in certain transactions exempt from the registration requirements of the U.S. Securities Act, they would not offer or sell the Units, the Offered Shares and the Warrants to, or for the account or benefit of, persons in the United States or U.S. persons (i) as part of their distribution, or (ii) otherwise until 40 days after the later of the commencement of the offering and the date of closing (or the date of closing of the Over-Allotment Option, if any) (the "distribution compliance period") unless an exemption from registration under the U.S. Securities Act is available. The Underwriters further agreed that all offers and sales of the Units, the Offered Shares and the Warrants during the distribution compliance period would be made in compliance with Rule 903 or 904 of Regulation S under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act. Each Underwriter and any other distributor selling Units, the Offered Shares and the Warrants (or over-allotment Units, the Offered Shares and the Warrants) in the Offering to a distributor, to a dealer, as defined in section 2(a)(12) of the U.S. Securities Act, or to a person receiving a selling concession, fee or other remuneration in respect of the securities sold, prior to the expiration of a 40-day distribution compliance period following the closing of this Offering, must send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor.

The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. person, nor will certificates representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws is available and the Company has received an opinion of counsel of recognized standing to such effect in form and substance satisfactory to the Company. The Warrant Shares issuable upon exercise of the Warrants issued to, or for the account or benefit of, persons in the United States or U.S. persons will be "restricted securities" within the meaning of Rule 144(a)(3) of the U.S. Securities Act.

This Amended Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States or to U.S. persons absent registration under the U.S. Securities Act and all applicable state securities laws or an applicable exemption from such registration requirements.

Item 3.03 Material Modification to Rights of Security Holders

The information provided under Item 1.01 and Item 3.02 of this Amended Form 8-K is incorporated by reference into this Item 3.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated June 25, 2014, between Tribute Pharmaceuticals Canada Inc. and Dundee Securities Ltd. and Mackie Research Capital Corporation * 1.2 Warrant Indenture, dated July 15, 2014, between Tribute Pharmaceuticals Canada Inc. and Equity Financial Trust Company



* Filed as Exhibit 1.1 to the Original Form 8-K filed with the Commission on June 27, 2014.

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