As filed with the Securities and Exchange Commission on December 19, 2018
Registration No. 333-228512
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT no. 1
TO
form s-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IMMUNE PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 52-1841431 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Anthony Fiorino, M.D. Ph.D.
President and Interim Chief Executive Officer
1 Bridge Plaza North, Suite 270
Fort Lee, NJ 07024
Telephone: (201) 464-2677
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John D. Hogoboom, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212) 262-6700
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨ | Accelerated filer¨ | |
Non-accelerated filer þ | Smaller reporting companyþ | |
Emerging growth company¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided in Section 7(a)(2)(B) of the Securities Act.¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price per Share (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
Common stock, $0.0001 par value per share | 123,333,333 | $ | 0.038 | $ | 4,686,666 | $ | 568.02 (3) |
1) | Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
2) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, using $0.038, the average of the high and low prices as reported on The OTCQB Venture Market on November 20, 2018. |
3) | Previously Paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-228512) is being filed solely for the purpose of amending Item 16 of Part II of the Registration Statement to file Exhibit 5.1 (Opinion of Lowenstein Sandler LLP). This Amendment No. 1 consists only of the facing page, this explanatory note and Item 16 of Part II to the Registration Statement. This Amendment No. 1 does not modify any provision of Part I of the Registration Statement by this filing and therefore it has been omitted.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following exhibits are filed as part of this registration statement:
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
(b) | Financial Statement Schedules. |
No financial statement schedules have been provided because the information is not required or is shown either in the financial statements or the notes thereto.
* | Previously filed. |
** | Filed herewith. |
† | Indicates a management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Fort Lee, State of New Jersey, on December 19, 2018.
IMMUNE PHARMACEUTICALS INC. | |||
By: | /s/Anthony Fiorino | ||
Anthony Fiorino, M.D. Ph.D. | |||
Interim Chirman, President and Interim Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated:
Signature | Title | Date | ||
/s/Anthony Fiorino | Interim Chief Executive Officer and Director | December 19, 2018 | ||
Anthony Fiorino, M.D. Ph.D. | (Principal Executive and Financial Officer) | |||
/s/John P. Clark | Controller | December 19, 2018 | ||
John P. Clark | (Principal Accounting Officer) | |||
* | Director | December 19, 2018 | ||
Daniel Kazado | ||||
* | Director | December 19, 2018 | ||
John A. Neczesny | ||||
* | Director | December 19, 2018 | ||
Jeffrey Paley |
*By: | /s/ Anthony Fiorino | ||
Anthony Fiorino, M.D., Ph.D. Attorney-in-Fact |