Item 1.01 Entry into a Material Definitive
Agreement
Amendment to May 2019 Securities Purchase Agreement
In September, we amended securities purchase
agreements with various investors who had purchased $180,750 of units, each unit consisting of one share of common stock and one
warrant to purchase a share of commonstock, at $2.00 per unit. Pursuant to these amendments, the unit purchase price was reduced
to $0.62 and the exercise price of warrants in the units was reduced to $0.86, which is 110% of the closing price of our common
stock as listed on OTCQB on September 18, 2019. As a result of the amendments, we will issue an additional 201,157 units (and the
corresponding underlying securities) to those investors.
Amendment to YA II CD, LTD. Securities
Purchase Agreement
On September 21, 2018, we entered into
a securities purchase agreement with an accredited investor to place convertible debentures with a maturity date of eighteen months
after the issuance thereof in the aggregate principal amount of up to $4,000,000. We issued the first convertible debenture (the
“First Convertible Debenture”) in the principal amount of $2,000,000 on September 21, 2018 and the second convertible
debenture (the “Second Convertible Debenture” and together with the First Convertible Debenture, the “Convertible
Debentures”) in the principal amount of $2,000,000 on November 1, 2018.
On September 23, 2019, we entered into
an Amendment Agreement to the securities purchase agreement with the accredited investor, pursuant to which, the conversion price
of the Convertible Debentures was reduced to the lower of (i) $1.00, (ii) 93% of the average
of the four lowest daily VWAPs during the 10 consecutive trading days immediately preceding the conversion date, provided that
as long as we are not in default under the Convertible Debentures, the conversion
price may never be less than $0.50, or (iii) a price agreed to by us and the investor.
Additionally, the maturity date of the
Convertible Debentures was extended to September 21, 2020.
Settlement Agreement
On December 28, 2018, we commenced litigation
against BioNucleonics, Inc. (“BNI”) and parties related to BNI in the Supreme Court of New York, New York County. The
litigation stems from a license agreement (the “License Agreement”) that we entered into with BNI in 2016 and amended
from time to time. Under the agreement with BNI, we were granted a worldwide, exclusive license on certain BNI intellectual property
and the option to acquire the BNI IP within three years of the agreement. The BNI IP consists of generic Strontium Chloride SR89
(generic Metastron®) (“SR89”) and all of BNI’s intellectual property relating to it (“BNI IP”).
SR89 is a radiopharmaceutical therapeutic for cancer bone pain therapy. BNI and parties related to BNI brought counterclaims against
us for an alleged failure to pay amounts due under the License Agreement with BNI.
On September 23, 2019, we entered into
a settlement agreement with BNI and parties related to BNI. Pursuant to the terms of the Settlement Agreement, we settled our dispute
with BNI and all parties to the litigation dismissed their claims in exchange for entering into a Second Amendment to the License
Agreement (entered into on September 23, 2019) pursuant to which:
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BNI agreed to immediately transfer and/or assign to us all intellectual property, patents and products
that is owned by BNI that is related to Strontium-Chloride 89;
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We agreed to issue BNI 50,000 shares of our common stock upon the entry into the settlement agreement
and 100,000 shares of our common stock upon the approval of the U.S. Food and Drug Administration (“FDA”) approval
of BNI’s Prior Approval Supplements filing
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We agreed to make a cash payment to BNI of $25,000;
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We agreed to an on-going royalty payment of 3% on all gross profits derived by us from the sale
of Strontium-Chloride 89 and MetastronTM; and
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We agreed to assume fees and expenses related to (i) all outstanding CMO fees owed by BNI to IsoTherapeutics
relating to Strontium-Chloride 89 (approximately $67,000), (ii) all outstanding fees owed by BNI to the FDA relating to Strontium-Chloride
89 (approximately $208,000) and (iii) reated fees for the development and approval of Strontium-Chloride 89 following the date
of the Settlement Agreement.
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Repricing of Existing Warrants
On September 24, 2019, we reduced the exercise
price of 950,000 options and warrants previously issued to Denis Corin for services as a director and for services as an officer
to $1.25 per share.
On September 24, 2019, we reduced the exercise
price of 1,250,000 options and warrants previously issued to William Rosenstadt for services as a director and for services as
an offer to $1.25 per share.