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.
The disclosures contained under the heading in Item 5.02 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 1.01.
On April 16th, 2021, Adhera Therapeutics, Inc. (the “Company”) issued to an existing investor in and lender to the Company a 10% original issue discounted Senior Secured Convertible Promissory Note for a purchase price of $60,000(the “Note”). Additionally, the Company issued to the investor 800,000 warrants to purchase the Company’s common stock at an exercise price of $0.105 per share (the “Warrant”).
Pursuant to the Note, the Company promises to pay the principal sum of the Note to the noteholder on the date that is the six-month anniversary of the original issue date, or such earlier date as the Note is required or permitted to be repaid as provided thereunder, and to pay interest to the noteholder on the aggregate unconverted and then outstanding principal amount of the Note in accordance with the provisions thereof. Interest shall accrue on the aggregate unconverted and then outstanding principal amount of the Note at the rate of 10% per annum, calculated based on a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued and unpaid interest, liquidated damages and other amounts which may become due thereunder, has been made.
The Note is convertible, in whole or in part, at any time, and from time to time, into shares of the common stock of the Company at the option of the noteholder at a conversion price of $0.075 (as adjusted for stock splits, stock combinations and similar events); provided, that if an event of default has occurred under the Note, then the conversion price shall be 70% of the then conversion price. The conversion price shall also be adjusted upon subsequent equity sales by the Company. The obligations of the Company under the Note are secured by a senior lien and security interest in all assets of the Company.
The foregoing summaries of the material terms of the form of Note and the form of Warrant are not complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures set forth under Item 1.01 relating to the issuance of the Note, and the execution and delivery of the Security Agreement, are hereby incorporated by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth under Item 1.01 relating to the issuance of the Note and the Warrant are hereby incorporated by reference. The issuance of the Note and the Warrant was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Trond K. Waerness as a Director
On April 20, 2021, the Board of Directors of the Company appointed Trond K. Waerness to serve as a member of the Board of Directors. Mr.Waerness, 53, is a pharmaceutical executive who has worked in the industry since 1998, with experience in all aspects of pharmaceutical commercialization. He has worked for Glaxo-Wellcome, Novartis, Cornerstone Biopharma, Jobson Healthcare, Rx Sample Solutions, and MedVantx. He has held senior leadership roles in sales, sales management, business development, operations, and marketing on both the manufacturer and vendor side. He has a proven track record of success in all of his positions and since 2016 has founded/co-founded three successful and profitable pharma services companies that he currently oversees operations of. He received his leadership education in the Royal Norwegian Armed Forces’ officer school and his undergraduate business education at the Lundy-Fetterman School of Business at Campbell University.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Convertible Promissory Note. | |
| 4.2 | Form of Warrant | |
| 99.1 | Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADHERA THERAPEUTICS, INC. | ||
| April 23, 2021 | By: | /s/ Andrew Kucharchuk |
| Name: | Andrew Kucharchuk | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.1 | Form of Convertible Promissory Note. | |
| 4.2 | Form of Warrant | |
| 99.1 | Press Release |