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Transaction valuation (1)
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Amount of filing fee (1)(2)
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$8,183,975
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$1,054.10
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(1)
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Estimated for purposes of calculating the amount of the filing fee only. An offer to amend and exercise warrants to purchase an aggregate of 9,195,478 shares of common stock (the “Offer to Amend and Exercise”), including: outstanding warrants to purchase 9,195,478 shares of the Company’s common stock issued to investors participating in the Company’s private placement financings closed on January 25, 2013, January 31, 2013, February 8, 2013 February 21, 2013, February 28, 2013, March 1, 2013 and March 6, 2013. The transaction value is calculated pursuant to Rule 0-11 using $.89 per share of common stock, which represents the average of the high and low sales price of the common stock on June 5, 2014.
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(2)
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Calculated by multiplying the transaction value by .0001288.
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration Number: N/A
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Date Filed: N/A
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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¨
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third party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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¨
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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¨
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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Item 1.
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SUMMARY TERM SHEET
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1
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Item 2.
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SUBJECT COMPANY INFORMATION
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1
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Item 3.
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IDENTITY AND BACKGROUND OF FILING PERSON
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1
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Item 4.
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TERMS OF THE TRANSACTION
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1
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Item 5.
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PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
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1
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Item 6.
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PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
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2
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Item 7.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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2
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Item 8.
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INTEREST IN SECURITIES OF THE SUBJECT COMPANY
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2
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Item 9.
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PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
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2
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Item 10.
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FINANCIAL STATEMENTS
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2
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Item 11.
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ADDITIONAL INFORMATION
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3
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Item 12.
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EXHIBITS
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3
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Item 13.
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INFORMATION REQUIRED BY SCHEDULE 13E-3
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3
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SIGNATURE
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4 | ||
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(a)
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The name of the subject company (issuer) and filing person (offeror) is DelMar Pharmaceuticals, Inc., a Nevada corporation (the “Company”). The address and telephone number of its principal executive offices are Suite 720 -- 999 West Broadway, Vancouver, British Columbia CANADA V5Z 1K5, telephone (604) 629-5989.
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(b)
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As of June 6, 2014, the Company has: outstanding warrants to purchase 9,195,478 shares of the Company’s common stock issued to investors participating in the Company’s private placement financings closed on January 25, 2013, January 31, 2013, February 8, 2013, February 21, 2013, February 28, 2013, March 1, 2013, and March 6, 2013 (the “Investor Warrants”). Pursuant to the Offer to Amend and Exercise, the Investor Warrants will be amended to reduce the exercise price of the Investor Warrants from $0.80 per share to $0.65 per share of common stock in cash on the terms and conditions set forth in the Offer to Amend and Exercise. There is no minimum participation requirement with respect to the Offer to Amend and Exercise.
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(c)
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As of June 6, 2014, 277,313 Investor Warrants have been exercised at a price of $0.80 per Investor Warrant for 277,313 shares of common stock. The Company received proceeds of $221,850 from the exercises.
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(d)
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On June 6, 2014, 3,652,211 Investor Warrants were exercised at a price of $0.65 per Investor Warrant for 3,652,211 shares of common stock. The Company received gross proceeds of $2,373,937 from the exercises.
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(e)
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As of June 6, 2014, the Company had 28,947,760 shares of common stock issued and outstanding, 7,044,583 shares of common stock issuable upon exchange of the Exchangeable Shares, warrants to purchase 18,732,485 (including 9,195,478 Investor Warrants) shares of common stock, and options to purchase 3,240,000 shares of common stock.
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(f)
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No trading market exists for the Investor Warrants. Information about the trading market and price of the Company’s common stock under Section 11: “Trading Market and Price Range of Common Stock” of the Offer to Amend and Exercise is incorporated herein by reference.
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(a)
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The Company is the filing person and the subject company. The address and telephone number of each of the Company’s executive officers and directors is c/o DelMar Pharmaceuticals, Inc., Suite 720 -- 999 West Broadway, Vancouver, British Columbia CANADA V5Z 1K5, telephone (604) 629-5989.
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Name
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Position(s)
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Jeffrey A. Bacha, MBA
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Chairman of the Board, Chief Executive Officer, President, and Director
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Dennis Brown, PhD
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Chief Scientific Officer and Director
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Scott Praill, CPA
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Chief Financial Officer
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William Garner, MD
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Director
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John Bell, FCPA, FCA
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Director
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Robert J. Toth, MBA
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Director
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(a)
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Information about the terms of the transaction under the headings “Summary of Terms” and “Description of Offer to Amend and Exercise” of the Offer to Amend and Exercise is incorporated herein by reference.
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(b)
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None of the Company’s executive officers, directors and affiliates hold Investor Warrants.
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(e)
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See Item 9 below for a description of the Company’s retention of National Securities Corporation to serve as the Warrant Agent for the Offer to Amend and Exercise.
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(a)
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The information about the purposes of the transaction under Section 2: “Purposes of the Offer to Amend and Exercise and Use of Proceeds” of the Offer to Amend and Exercise is incorporated herein by reference.
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(b)
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The Company intends to cancel the Investor Warrants upon the exercise of the Investor Warrants by the holders thereof. Pursuant to the Offer to Amend and Exercise, Investor Warrants that are not so exercised will remain outstanding pursuant to their original terms.
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(c)
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No plans or proposals described in this Schedule TO or in any materials sent to the holders of the Investor Warrants in connection with this Offer to Amend and Exercise relate to or would result in the conditions or transactions described in Regulation M-A, Item 1006(c)(1) through (10), except as follows:
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(a)
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Not applicable.
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(b)
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Not applicable.
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(d)
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Not applicable.
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(a)
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As of June 6, 2014, there are outstanding Investor Warrants to purchase an aggregate of 9,195,478 shares of common stock. None of the Company’s executive officers or directors hold Investor Warrants in this offering: None of the Company’s executive officers, directors or affiliates hold Investor Warrants.
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(a)
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The Company’s financial statements are incorporated herein by reference:
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•
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Annual Report on Form 10-K filed with the SEC on March 10, 2014 containing audited financial statements for the fiscal years ended December 31, 2013 and 2012;
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•
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Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, filed with the SEC on May 15, 2014;
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(b)
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None.
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(a)
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(1)
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Except as set forth in Items 8 and 9 above, there are no present or proposed contracts, arrangements, understandings or relationships between the Company and its executive officers, directors or affiliates relating, directly or indirectly, to the Offer to Amend and Exercise.
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(2)
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There are no applicable regulatory requirements or approvals needed for the Offer to Amend and Exercise.
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(3)
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There are no applicable anti-trust laws.
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(4)
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The margin requirements of Section 7 of the Securities Exchange Act of 1934, as amended, and the applicable regulations are inapplicable.
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(5)
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None.
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(b)
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Not applicable.
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(c)
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None.
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(a)
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(1)(A)
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Letter to Holders of Investor Warrants
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(1)(B)
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Offer to Amend and Exercise
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(1)(C)
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Form of Election to Participate and Exercise Warrant
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(1)(D)
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Form of Notice of Withdrawal
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(1)(E)
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Form of Investor Amended Warrant
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(5)(A)
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Annual Report on Form 10-K filed with the SEC on March 10, 2014 containing audited financial statements for the fiscal years ended December 31, 2013 and 2012 and incorporated herein by reference;
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(5)(B)
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Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, as filed with the SEC on May 15, 2014 and incorporated herein by reference.
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| (5) (C) | Post-Effective Registration Statement on Form S-1(Rile No. 333-189337) which registers the resale of the shares of common stock underlying the Investor Warrants (as filed with the SEC on April 17, 2014 and declared effective on April 29, 2014 and incorporated herein by reference) | |||||
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(b)
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Not applicable.
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(d)
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(1) Investment Banking Agreement, dated August 15, 2013 by and between the Company and National Securities Corporation (“Original Investment Banking Agreement”) certain terms of which were extended on May 8, 2014.
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(2) Investment Banking Engagement Agreement extending certain terms of Original Investment Banking Agreement, dated May 8, 2014.
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| (3) Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on January 31, 2013. | ||||||
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(g)
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None.
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(h)
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None.
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DELMAR PHARMACEUTICALS, INC.
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Date: June 9, 2014
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By:
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/s/ Jeffrey A. Bacha | |
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Jeffrey A. Bacha
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Chief Executive Officer and President
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