Item 1.01
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Entry into a Material Definitive Agreement
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Amendment to IP Security Agreement
On October 23, 2017, Enumeral Biomedical
Holdings, Inc. (the “Company”) and Enumeral Biomedical Corp., a wholly-owned subsidiary of the Company (the “Subsidiary”
and, together with the Company, the “Grantors”) entered into Amendment No. 1 to Intellectual Property Security Agreement
(the “Amendment”) with certain Subscribers (as defined below). The Amendment amends that certain Intellectual Property
Security Agreement (the “Security Agreement”), dated as of May 19, 2017, by and among the Grantors, those persons and
entities (each, a “Subscriber” and, collectively, the “Subscribers”) named in the Omnibus Signature Pages
to that certain Subscription Agreement, dated as of May 19, 2017, between the Company and the Subscribers, relating to units consisting
of the Company’s 12% Senior Convertible Secured Promissory Notes (the “Notes”) and warrants to purchase shares
of the Company’s common stock, and Intuitive Venture Partners, LLC, in its capacity as the collateral agent for the noteholders.
The Subscribers who entered into the
Amendment constitute Majority Holders (as defined in the Security Agreement).
Pursuant to the terms of the Amendment,
the Security Agreement is amended to exclude from the definition of collateral in the Security Agreement all intellectual property
and other assets related to (a) the Grantors’ TIM-3 antibody program, including but not limited to provisional patent application
number 62/470855 filed on or about March 13, 2017 (collectively, the “TIM-3 Assets”), and (b) the Grantors’ CD39
antibody program (the “CD39 Assets” and, together with the TIM-3 Assets, the “Excluded Assets”), and to
terminate the security interest held by the holders of the Notes in such Excluded Assets.
The foregoing summary of the Amendment
does not purport to be complete and is qualified in its entirety by reference to the form of the Amendment, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Asset Purchase Agreement
On October 27, 2017, the Company entered
into an Asset Purchase Agreement (the “Purchase Agreement”) with Elpiscience Biopharmaceuticals, Inc. (the “Buyer”).
Pursuant to the terms of the Purchase Agreement, the Company sold, assigned and transferred all of its right, title and interest
in and to specified assets of the Company’s TIM-3 antibody program and CD39 antibody program in consideration for a cash
payment from the Buyer in the amount of $300,000. The Purchase Agreement also includes customary representations and warranties.
The foregoing summary of the Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which
will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2017. The Company
intends to seek confidential treatment for certain portions of the Purchase Agreement.
As of the date of this filing,
and after giving effect to the net proceeds from the Purchase Agreement described above, the Company does not have sufficient
cash resources to continue to fund its operations and pay all of its outstanding creditors. The Company is continuing the
process of winding down its operations, disposing of its remaining assets, and resolving its outstanding debts. The
Company’s liquidity is dependent on its ability to manage all elements of this process in a manner favorable to the
Company. As the Company winds down its operations, it continues to consider possible transactions pursuant to which it may
sell its remaining assets, and/or effect a strategic transaction, such as a merger. If the Company is unable to effect one or
more such transactions, the Company may be compelled to commence liquidation or bankruptcy proceedings
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