Annual report pursuant to Section 13 and 15(d)

Subsequent Events

Subsequent Events
12 Months Ended
Dec. 31, 2017
Subsequent Events [Abstract]  
Subsequent Events
23. Subsequent Events
2018 Venture Debt Financing
On February 28, 2018 the Company entered into Note Purchase Agreements (the “Purchase Agreements”) with NSC Biotech Opportunities Fund, LLC I (“NSC Biotech Opportunities Fund”) and NSC Biotech Opportunities Fund QP, LLC (“NSC Biotech QP Fund”), both of which are accredited investors, and sold subordinated promissory notes (the “Notes”) of the Company (the “2018 Venture Debt Financing”) in the aggregate principal amount of $6.5 million. The Notes bear interest at the rate of 8% per annum. Each Note matures on the 24 month anniversary of issuance, provided that the Company may extend the maturity date for two six-month periods. The 2018 Venture Debt Financing is for a maximum of $30.0 million and is set to expire on March 31, 2018.
The Company entered into a Placement Agreement with National Securities Corporation (“NSC”), a subsidiary of National and a related party, (see Note 18). Pursuant to the terms of the Agreement NSC as placement agent for both funds receives an 8% cash fee and fees and expenses are capped at $0.3 million.
The 2018 Venture Debt Financing allows for transfer of indebtedness to existing and future Fortress Companies. At the time such debt is transferred to the Fortress Company, the respective fund is issued a warrant to purchase a number of shares of common stock of the Fortress Company equal to twenty five percent (25%) of the Fortress Company’s share of proceeds divided by the lowest price at which equity securities are sold in the first third party financing of the Fortress Company.
On February 28, 2018, the Company raised gross proceeds of $6.5 million and paid NSC placement agent fees of $0.5 million.
Checkpoint Public Offering of Common Stock
On March 8, 2018, Checkpoint announced the pricing of an underwritten public offering, whereby it sold 4,600,000 shares of its common stock (plus a 45-day option to purchase up to an additional 690,000 shares of common stock, which has been exercised) at a price of $4.35 per share for gross proceeds of approximately $23.0 million. Total net proceeds from this offering, including the overallotment, were approximately $20.9 million, net of underwriting discounts and estimated offering expenses of approximately $2.0 million. The shares were sold under a Registration Statement (No. 333-221493) on Form S-3, filed by Checkpoint with the Securities and Exchange Commission. The offering closed on March 12, 2018.
Opus Credit Facility Agreement Maturity Date Extension
On March 12, 2018, the Company and OPHIF amended and restated the Opus Credit Facility (the “A&R Opus Credit Facility”). The A&R Opus Credit Facility extends the maturity date of the notes issued under the Opus Credit Facility from September 14, 2018 by one year to September 14, 2019. The A&R Opus Credit Facility also permits the Company to make portions of interest and principal repayments in the form of shares of the Company’s common stock and/or in common stock of the Company’s publicly-traded subsidiaries, subject to certain conditions. Fortress retains the ability to prepay the Notes at any time without penalty. The notes payable under the A&R Opus Credit Facility continue to bear interest at 12% per annum.
Discontinuation of Helocyte PepVax Development.
During the first quarter of 2018, Helocyte elected to discontinue the further development of its HLA-restricted, single-antigen PepVax program.