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INTELLECT NEUROSCIENCES, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits

July 31, 2014



Item 1.01. Entry Into a Material Definitive Agreement.

July 2014 Financing



On July 25, 2014, (the "Closing Date") Intellect Neurosciences, Inc. (the "Company") entered into a stock purchase agreement (the "Purchase Agreement") with certain accredited investors (the "Investors") whereby the Company issued to the Investors (i) an aggregate 1,200 shares of Series F Convertible Preferred Stock and (ii) warrants (the "Warrants") to purchase an aggregate of 2.4 billion shares of common stock, par value $0.001 per share (the "Common Stock"), of the Company (the "Financing"). The private placement was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, (the "Securities Act") and Rule 506 of Regulation D promulgated thereunder.

The Series F Preferred Stock has a right to liquidation preference and is convertible at any time into shares of the Common Stock of the Company at a conversion price of $0.001, subject to adjustment. Each share of Series F Preferred Stock has a stated value of $1,000 (the "Stated Value") and accrues a dividend of 8% of the Stated Value per annum, which is payable annually on June 30th in cash or, at the holder's option, in Common Stock, or a combination thereof. The Series F Preferred Stock has no voting rights and holders thereof shall vote together with holders of Common Stock on an as converted basis. The Warrants are exercisable for a period of five (5) years from the date of issuance and are exercisable into shares of Common Stock of the Company at an exercise price of $0.001 per share, subject to adjustment.

In connection with the Financing, the Board of Directors (the "Board") of the Company approved the filing of a Certificate of Designations, Preferences and Rights of Series F Convertible Preferred Stock (the "Series F Certificate of Designation"), which was filed with and accepted by the Secretary of State of the State of Delaware on July 22, 2014. Pursuant to the Series F Certificate of Designation, the Company established a new series of 25,000 shares, par value $0.001 per share, of Series F Convertible Preferred Stock (the "Series F Preferred Stock").

On July 25, 2014, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Investors under which the Company agreed to prepare and file with the SEC and maintain the effectiveness of a "resale" registration statement (the "Registration Statement") pursuant to Rule 415 under the Securities Act providing for the resale of (a) all of the shares of Common Stock issuable upon conversion in full of the Series F Preferred Stock, (b) all shares of Common Stock issuable as dividends on the Series F Preferred Stock, (c) all of the shares of Common Stock issuable upon exercise of the Warrants and (d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing (collectively, the "Registrable Securities").

Under the terms of the Registration Rights Agreement, the Company is required to file a Registration Statement with the SEC within 115 days after the Closing Date and declared effective by the SEC not later than 180 days from the Closing Date. The Registration Rights Agreement also grants holders of Registrable Securities customary piggy back rights during any time there is not an effective registration statement providing for the resale of the Registrable Securities.

In connection with the Financing, the Company filed a (i) Certificate of Amendment to the Certificate of Designations, Preferences and Rights of Series B . . .

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Financing, the Board appointed Elliot Maza as Chief Executive Officer and Chairman in addition to serving in his current role as Chief Financial Officer and Director.

Item 7.01 Regulation FD Disclosure.

On July 31, 2014, the Company issued a press release to announce the completion of the Financing and other corporate events in connection therewith. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, which exhibit is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit Description 3.1 Certificate of Designation of the Series F Convertible Preferred Stock, filed with the Delaware Secretary of State on July 22, 2014. 3.2 Certificate of Amendment to the Series B Convertible Preferred Stock, filed with the Delaware Secretary of State on July 22, 2014. 3.3 Certificate of Amendment to the Series C Convertible Preferred Stock, filed with the Delaware Secretary of State on July 22, 2014. 3.4 Certificate of Amendment to the Series D Convertible Preferred Stock, filed with the Delaware Secretary of State on July 22, 2014. 3.5 Certificate of Amendment to the Series E Convertible Preferred Stock, filed with the Delaware Secretary of State on July 22, 2014. 4.1 Form of Warrant. 10.1 Securities Purchase Agreement, dated July 25, 2014, between the Company and the Signatories named therein. 10.2 Registration Rights Agreement, dated July 25, 2014, between the Company and the Signatories named therein. 99.1 Press Release dated July 31, 2014.


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Source: Edgar Glimpses


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