formtoia.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

DELMAR PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

WARRANTS TO PURCHASE COMMON STOCK

(Title of Class of Securities)

247078108 (CUSIP Number of Common Stock Underlying Warrants)

Jeffrey A. Bacha

Chief Executive Officer and President

Suite 720 -- 999 West Broadway

Vancouver, British Columbia CANADA V5Z 1K5

Phone: (604) 629-5989

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

WITH A COPY TO:

Gregory Sichenzia, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 100006

(212) 398-1207

Fax: (212) 930-9725

CALCULATION OF FILING FEE:



Transaction valuation (1)		Amount of filing fee (1)(2)
$8,183,975		$1,054.10


(1)	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.
(2)	Calculated by multiplying the transaction value by .0001288.

x	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.


Amount Previously Paid: $1,054.10		Filing Party: DelMar Pharmaceuticals, Inc .
Form or Registration Number: 005-87181		Date Filed: June 9, 2014

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	¨	third party tender offer subject to Rule 14d-1.
	x	issuer tender offer subject to Rule 13e-4.
	¨	going private transaction subject to Rule 13e-3.
	¨	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of a tender offer: ¨

The alphabetical subsections used in the Item responses below correspond to the alphabetical subsections of the applicable items of Regulation M-A promulgated under the federal securities laws.

If applicable, check the appropriate box(es) below to designate the appropriate note provision(s):

	¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2014 (the “Schedule TO”), relating to an offer by DelMar Pharmaceuticals, Inc. (the “Company”) to amend warrants to purchase an aggregate of 9,195,478 shares of common stock issued to investors in the Company’s private placement financings that closed on January 25, 2013, January 31, 2013, February 8, 2013, February 21, 2013, February 28, 2013, March 1, 2013, and March 6, 2013.

Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 amends and restates only the items of the Schedule TO that are being amended and restated hereby, and unaffected items and exhibits in the Schedule TO are not included herein. This Amendment No. 1 should be read in conjunction with the Schedule TO and the related Offering Materials, as the same may be further amended or supplemented hereafter and filed with the SEC.

Item 1.

SUMMARY TERM SHEET

Item 2.

SUBJECT COMPANY INFORMATION

(a)

Name and Address. 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.

(b)	Securities. The information set forth in the “Summary of Terms” and Section 3: “Eligible Investor Warrants” of the Offer to Amend and Exercise is incorporated herein by reference.

(c)	Trading Market and Price. The information set forth in Section 12: “Trading Market and Price Range of Common Stock” of the Offer to Amend and Exercise is incorporated herein by reference.

Item 3.

IDENTITY AND BACKGROUND OF FILING PERSON

(a)

Name and Address. The information set forth in the “Summary of Terms” and Section 15: “Information Regarding the Company” of the Offer to Amend and Exercise are incorporated herein by reference. The information set forth in the “Officers and Directors” section of the Supplemental Company Information is incorporated herein by reference.

Item 4.

TERMS OF TRANSACTION

This Amendment No. 2 amends and supplements Items 1 and 4 of this Schedule TO as follows:

Extension of the Offer to Amend and Exercise

We are extending the Expiration Date of the Offer to Amend and Exercise until 5:00 p.m. Pacific Time on July 28, 2014, unless further extended. The Offer had been previously scheduled to expire at 5:00 p.m. Pacific Time on July 7, 2014. Throughout the Schedule TO, the Offer to Amend and Exercise and the other Offering Materials and Acceptance and Exercise Documents, all references to the Expiration Date of the Offer to Amend and Exercise are hereby amended to extend the Expiration Date of the Offer to Amend and Exercise until 5:00 p.m. Pacific Time on July 28, 2014.

Item 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) - (c)

The information set forth in Section 2: “Purposes of the Offer to Amend and Exercise and Use of Proceeds, Plans or Proposals ” of the Offer to Amend and Exercise is incorporated herein by reference.

Item 9.

PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a)	The information set forth in Section 20: “Fees and Expenses” of the Offer to Amend and Exercise is incorporated herein by reference.

Item 10.

FINANCIAL STATEMENTS.

Items 10(a) and 10(b) of the Schedule TO is hereby amended and supplemented as follows:

(a)	The financial information required by Item 1010(a) is included under Section 16 “Historical and Pro-Forma Financial Information Regarding the Company” of the Offer to Amend and Exercise, as amended and supplemented, is incorporated by reference.

(b)	The pro forma financial information required by Item 1010(b) is included under Section 16 “Historical and Pro-Forma Financial Information Regarding the Company” of the Offer to Amend and Exercise, as amended and supplemented, is incorporated by reference.

Item 12.

EXHIBITS.

The following are attached as exhibits to this Schedule TO:


(a)	(1)(A)	Letter to Holders of Investor Warrants, as amended on June 26, 2014

	(1)(B)	Offer to Amend and Exercise, as amended on June 26, 2014

	(1)(C)	Form of Election to Participate and Exercise Warrant, as amended on June 26, 2014

	(1)(D)	Form of Notice of Withdrawal, as amended on June 26, 2014

	(1)(E)	Form of Investor Amended Warrant, as amended on June 26, 2014

	(1)(F)	Supplemental Company Information, dated June 26, 2014


	(5)(A)	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;

	(5)(B)	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.

	(5)(C)	Post-Effective Registration Statement on Form S-1( F ile 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)

(d)	(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.*

	(2) Investment Banking Engagement Agreement extending certain terms of Original Investment Banking Agreement, dated May 8, 2014. *

	(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).

(g)	None.

(h)	None.

* Previously filed.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	DELMAR PHARMACEUTICALS, INC.

Date: June 26, 2014	By:	/s/ Jeffrey A. Bacha
		Jeffrey A. Bacha
		Chief Executive Officer and President
		(Principal Executive Officer)