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DELMAR PHARMACEUTICALS, INC. FILES (8-K) Disclosing Unregistered Sale of Equity Securities

August 12, 2014



Item 3.02. Unregistered Sales of Equity Securities

August 8, 2014, Delmar Pharmaceuticals, Inc. (the "Company") consummated its offer (the "Warrant Tender Offer") to amend certain of its outstanding warrants held by investors who participated in the Company's private placement financings that closed on January 25, 2013, January 31, 2013, February 8, 2013, February 21, 2013, February 28, 2013, March 1, 2013, and March 6, 2013 (the "Investor Warrants").

The Warrant Tender Offer expired at 5:00 p.m. Pacific Time on August 8, 2014. Pursuant to the Warrant Tender Offer, an aggregate of 762,227 Investor Warrants were tendered by their holders and were amended and exercised in connection therewith for an aggregate exercise price of approximately $495,448. Such tendered Investor Warrants represent approximately 8.29% of the Company's outstanding Investor Warrants as of June 6, 2014. The Company received net proceeds of approximately $470,676 after paying a 5% warrant agent fee of approximately $24,772.

Following the amendment and exercise of the Investor Warrants, the outstanding capital of Company consisted of 29,709,987 shares of common stock, options and warrants exercisable into 3,187,214 and 17,878,258 shares of the Company's common stock, respectively, and 7,044,583 shares of 0959456 B.C. Ltd., a British Columbia corporation and a wholly-owned subsidiary of the Company, that are convertible into 7,044,583 shares of common stock of the Company.

The Company issued the Investor Warrants in private placement transactions in reliance on the exemption from registration provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). In connection with such transactions, the holders of the Investor Warrants represented that they were "accredited investors." Similarly, the issuance of the shares of the Company's common stock upon the amendment and exercise of the 762,227 Investor Warrants was exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D. In connection with the Warrant Tender Offer, the holders of the tendered warrants represented that they were "accredited investors."

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Source: Edgar Glimpses


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