Item 1.01
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Entry into a Material Definitive Agreement
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Amendment to Securities Purchase
Agreement
Galena Biopharma, Inc. (the Company) is party to a Securities Purchase Agreement, by and among the Company and among CVI
Investments, Inc. (CVI), Sabby Volatility Warrant Master Fund, Ltd. (Sabby Volatility) and Sabby Healthcare Master Fund, Ltd. (Sabby Healthcare and collectively with Sabby Volatility and CVI Investments, the
Purchasers), dated as of July 7, 2016 (the Agreement). On July 12, 2016, the Company entered into the First Amendment to Securities Purchase Agreement with the Purchasers (the Amendment). The Amendment
amends the Agreement and provides that on or after 75 days from July 7, 2016, the Company will not be restricted from making issuances or sales of, or any other transactions involving, securities of the Company pursuant to its existing Purchase
Agreement, dated as of November 18, 2014, by and between the Company and Lincoln Park Capital, LLC, (LPC) as it may amended from time to time (the LPC Agreement).
The LPC Agreement was previously filed as Exhibit 10.1 to the Companys Form 8-K filed on November 20, 2014. Under the terms of the LPC Agreement,
LPC initially purchased 2,500,000 shares of the Companys common stock (the Initial Purchase). Additionally, the Company has the right over the 36-month term of the LPC Agreement, subject to certain conditions, to direct LPC to
purchase up to 400,000 shares of the Companys common stock per business day as often as every other business day (not to exceed $2,000,000 in total purchase proceeds per purchase date) up to an aggregate purchase amount of $50,000,000
(excluding the Initial Purchase). As of July 13, 2016, the Company has sold approximately $8,000,000 (excluding the Initial Purchase) of its common stock to LPC under the terms of the LPC agreement.
Amendment to JGB Registration Rights Agreement
On May 10, 2016, the Company and JGB (Cayman) Newton Ltd. (JGB) entered into a Registration Rights Agreement pursuant to which the Company
agreed to file an initial registration statement under the Securities Act of 1933, as amended, seeking to register the resale by JGB of 2,000,000 shares underlying warrants issued by the Company in connection with a debt financing transaction
between the Company and JGB. The terms of the Registration Rights Agreement and such debt financing transaction were previously disclosed in the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, as filed with
the Commission on May 10, 2016. Under the terms of the Registration Rights Agreement, the Company agreed to file such initial registration statement by July 15, 2016. On July 13, 2016, the Company and JGB agreed to extend the date by
which such initial registration statement shall be filed to July 22, 2016.