UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed, on August 1, 2022, Fennec Pharmaceuticals Inc. (the “Company”) entered into a Securities Purchase Agreement with Petrichor Opportunities Fund I LP (the “Petrichor”) in connection with the issuance of up to $45 million of senior secured floating rate convertible notes (the “Notes”), issuable in multiple tranches, pursuant to which the Company issued $5 million in Notes on August 1, 2022 (the “First Closing Notes”), $20 million in Notes on September 23, 2022 (the “Second Closing Notes”), and $5 million in Notes on December 4, 2023 (the “Third Closing Notes”).
On December 18, 2024, the Company entered into a Waiver and Redemption Agreement (the “Redemption Agreement”) with Petrichor, pursuant to which the Company repurchased and redeemed Notes in an aggregate principal amount of $13,000,000 (consisting of approximately $11.8 million of original principal balance and approximately $1.2 million in PIK interest) (collectively, the “Note Redemptions”).
As a result of the Note Redemptions, the First and Third Closing Notes were repurchased and redeemed in full, and, as of December 19, 2024, there remains outstanding Second Closing Notes in the aggregate principal amount (inclusive of PIK interest) of approximately $19.2 million.
The foregoing description of the Redemption Agreement is not complete and is qualified in its entirety by reference to the full text of the Redemption Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01. | Other Events. |
On December 19, 2024, the Company issued a news release announcing the Note repayments resulting from the Note Redemptions described under Item 1.01 of this Current Report on Form 8-K. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 8.01, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| Exhibit 10.1 | Waiver and Redemption Agreement, dated December 18, 2024, between Fennec Pharmaceuticals Inc. and Petrichor Opportunities Fund I LP |
| Exhibit 99.1 | News Release dated December 19, 2024 |
| Exhibit 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FENNEC PHARMACEUTICALS INC. | ||
| Date: December 20, 2024 | By: | /s/ Robert Andrade |
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Robert Andrade Chief Financial Officer |