UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~February~~March 213, 2015

Omni Bio Pharmaceutical, Inc.

(Exact name of registrant as specified in its charter)

Colorado	000-52530	20-8097969
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

181 W. Boardwalk Drive, Suite 202, Fort Collins CO	80525
(Address of principal executive offices)	(Zip Code)

(970) 237-5142
(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 12, 2015, Omni Bio Pharmaceutical, Inc. (the “Company” or “Omni”) and Bohemian Investments, LLC (the “Holder”) entered into a Second Modification and Exchange Agreement relating to the Company’s Senior Secured Convertible Promissory Note dated April 25, 2014, as amended (the “Note”). Pursuant to the Agreement, the Company modified and exchanged the Note, which was first amended on or about January 23, 2015, for a Second Amended Secured Convertible Promissory Note with the same substantive terms, except the maximum loan amount that Omni can borrow under the Note was increased from $2 million to $2.3 million.

On March 13, 2015, the Company drew down the additional $300,000 available under the Note, as further amended, taking the aggregate amount of the Company’s draws under the Note to the $2.3 million maximum. Borrowings under the note bear interest at 12% per annum and mature on December 31, 2017.

The foregoing descriptions of the Second Amended Secured Convertible Promissory Note and the Second Modification and Exchange Agreement are qualified in their entirety by reference to the Second Amended Secured Convertible Promissory Note and Second Modification and Exchange Agreement, respectively, filed herewith as Exhibits 10.1 and 10.2.

Item 8.01.

Other Events.

~~Omni~~In ~~Bio Pharmaceutical~~2012, ~~Inc.~~the ~~(“Omni”)~~Company ~~and~~issued ~~Bohemian~~a ~~Investments~~total of 1,662,500 ~~LLC~~Units ~~(the~~in ~~“Lender”)~~a ~~entered~~private ~~into~~placement at a ~~Modification~~purchase ~~and~~price ~~Exchange~~of ~~Agreement~~$1.00 ~~(the~~per ~~“Agreement”),~~Unit. ~~executed~~Each ~~January~~Unit ~~29,~~was ~~2015,~~comprised ~~which~~of ~~amended~~a ~~the~~convertible ~~original~~promissory ~~Loan~~note ~~and~~secured ~~Warrant~~by ~~Purchase~~0.09 ~~Agreement~~shares ~~dated~~of ~~April~~BioMimetix ~~25,~~stock ~~2014~~owned ~~between~~by ~~Omni~~the ~~and~~Company, ~~Lender~~with ~~and~~a ~~the~~principal ~~Secured~~amount ~~Convertible~~of ~~Promissory~~$1.00, ~~Note~~convertible ~~issued~~into byshares of Omni’s tocommon ~~Lender~~stock onat ~~April~~a price of $0.25, ~~2014~~per share (the “~~Original~~2012 ~~Note~~Notes”)~~. Concurrently therewith~~, ~~Omni~~and ~~issued~~a towarrant ~~Lender~~exercisable anat ~~Amended~~$1.50 ~~Secured~~per ~~Convertible~~share ~~Promissory~~through ~~Note~~October to31, ~~reflect~~2017 ~~the terms of the Agreement~~ (the “~~New~~2012 ~~Note~~Warrants”).

~~The~~As ~~Agreement~~of ~~extends~~the filing of the ~~maturity~~Company’s ~~date~~Form 10-Q for the fiscal quarter ended December 31, 2014 and as disclosed therein, eight of the ~~Original~~2012 ~~Note~~Notes ~~from~~had ~~April~~been 25converted pursuant to their terms into shares the Company’s common stock. As of March 13, 2015, all of the principal and accrued interest under the remaining 2012 Notes have been converted into shares of the Company’s common stock pursuant to ~~December~~the 31terms of the 2012 Notes, ~~2017~~and there remain no 2012 Notes outstanding. The Company issued an aggregate 7,938,745 shares of its common stock upon conversion of all of the 2012 Notes, bringing total shares of common stock outstanding as of March 13, 2015 to 50,055,383.

~~The~~In ~~Agreement~~addition, ~~also~~certain ~~fixes~~outstanding at2012 ~~$0.20~~Warrants, ~~per~~exercisable ~~share~~for ~~the~~an ~~price~~aggregate of952,800 ~~Lender’s~~shares ~~optional conversion~~ of the ~~aggregate~~Company’s ~~note~~common ~~amount~~stock, ~~under~~were ~~the~~amended ~~New~~at ~~Note~~the ~~into~~time ~~shares~~ of ~~Omni’s common stock. Under~~ the ~~Original~~respective 2012 Note, ~~Lender~~conversions ~~could~~such ~~convert~~that ~~the~~those ~~aggregate~~2012 ~~note~~Warrants ~~amount~~may ~~into~~now ~~Omni’s~~be ~~common~~exercised ~~stock~~ at a price ~~per share equal to the lesser~~ of ~~(i)~~ $0.2025 ~~and~~per ~~(ii)~~share in ~~the~~lieu ~~event~~ of ~~a follow-on public offering of Omni’s common stock effected in conjunction with~~ the ~~“up-listing”~~original of$1.50 ~~Omni’s common stock to the NASDAQ Capital Market or the NYSE MKT exchange on Lender-approved terms, sixty-five percent (65%) of the price~~ per share ~~of common stock offered to the public~~.

In addition, the Agreement provides for an automatic conversion of the aggregate note amount under the New Note. Upon Omni issuing securities and raising capital in excess of $6 million prior to December 31, 2017 (“New Securities”), the total amount of the note shall, at the selection of the Lender, automatically convert into either (a) Omni’s common stock at a conversion price of $0.20 per share, or (b) the New Securities at the lowest price paid for the New Securities.

Pursuant to the Agreement, Omni has agreed to the following additional covenants: (i) Omni will timely file with the Securities and Exchange Commission all annual and quarterly reports on Form 10-K and Form 10-Q as may be required under the Securities Exchange Act of 1934, as amended; (ii) Omni will complete its annual audit for the preceding fiscal year no later than 90 days after the end of such fiscal year; and (iii) Omni will ensure that its accounts payable do not exceed its cash position. Omni’s Chief Financial Officer will verify Omni’s cash position and accounts payable to Lender, in writing, on a monthly basis.

The foregoing description of the Agreement and the New Note does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement and the New Note attached hereto as Exhibits 10.1 and 10.2, respectively, which are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

10.1 Second Amended Secured Convertible Promissory Note of Omni Bio Pharmaceutical, Inc. dated April 25, 2014, executed ~~January~~March 2912, 2015.

10.2 Second Modification and Exchange Agreement dated ~~January~~March 2312, ~~2015~~2014 between Omni Bio Pharmaceutical, Inc. and Bohemian Investments, LLC., executed ~~January~~March 2912, 2015.

SIGNATURES

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.

	~~Omni Bio Pharmaceutical, Inc.~~	Omni Bio Pharmaceutical, Inc.
Date: February 2, 2015
Date: March 13, 2015
	~~By: /s/ John F. Riccardi~~	By: /s/ John F. Riccardi
	~~John F. Riccardi~~	John F. Riccardi
	~~Chief Financial Officer~~	Chief Financial Officer

Exhibit Index

Exhibit No.		Description

10.1 Second Amended Secured Convertible Promissory Note of Omni Bio Pharmaceutical, Inc. dated April 25, 2014, executed ~~January~~March 2912, 2015.

10.2 Second Modification and Exchange Agreement dated ~~January~~March 2312, ~~2015~~2014 between Omni Bio Pharmaceutical, Inc. and Bohemian Investments, LLC., executed ~~January~~March 2912, 2015.

Filing Compare · OMNI BIO PHARMACEUTICAL, INC.