BioSante 8K for PIPE 7-10-06
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):
July
7, 2006
BIOSANTE
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-31812
|
58-2301143
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
111
Barclay Boulevard
Lincolnshire,
Illinois
|
60069
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(847)
478-0500
(Registrant’s
telephone number, including area code)
N/A
(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))
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Section
1 — Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
On
July
7, 2006, BioSante Pharmaceuticals, Inc. entered into definitive subscription
agreements with certain institutional and other accredited investors, as defined
in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as
amended, pursuant to which BioSante agreed to sell in a private placement an
aggregate of 3,812,978 shares of its common stock and warrants to purchase
an
aggregate of 1,334,542 shares of its common stock, at a purchase price of $2.00
per unit. The warrants are exercisable for a period of four years and nine
months, beginning six months and one day from the date of issuance, at an
exercise price of $2.75 per share. The number of shares issuable upon exercise
of the warrants and the exercise price of the warrants are adjustable in the
event of stock splits, combinations and reclassifications, but not in the event
of the issuance by BioSante of additional securities. The private placement
is
expected to be completed upon approval of an Additional Listing Application
with
the American Stock Exchange.
BioSante
has agreed to register the resale of the shares sold in the private placement,
including shares issuable upon exercise of the warrants, on a registration
statement to be filed by BioSante with the Securities and Exchange Commission
under the Securities Act of 1933, as amended. BioSante has agreed to use its
reasonable best efforts to file the registration statement with the SEC within
35 days after the closing of the private placement, to cause such registration
statement to be declared effective by the SEC within the earlier of 90 days
after the closing or the 10th
business
day following the date on which BioSante is notified by the SEC that the SEC
will not be reviewing the registration statement or that the SEC has no further
comments on the registration statement and to cause such registration statement
to remain effective for the required registration period. Pursuant to the
subscription agreements, BioSante and the investor parties thereto have made
other covenants and representations and warranties regarding matters that are
customarily included in financings of this nature. If certain of its obligations
under the subscription agreements are not met, BioSante has agreed to make
pro-rata cash payments as liquidated damages to each investor.
The
private placement is expected to result in net proceeds to BioSante of $7.2
million, after the deduction of placement agent commissions and estimated
offering expenses. Other than with respect to the subscription agreements,
there
are no material relationships between BioSante, on the one hand, and any of
the
investors in the private placement, on the other hand.
The
foregoing description of the terms and conditions of the subscription agreements
does not purport to be complete and is qualified in its entirety by reference
to
the full text of the form of subscription agreement filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference. The form
of subscription agreement has been included to provide information regarding
its
terms and is not intended to provide any other factual information about
BioSante. Such information can be found in BioSante’s other public filings with
the SEC, which are available without charge at www.sec.gov.
A form
of the warrant expected to be issued by BioSante to the investors at the closing
of the private placement is filed as Exhibit 10.2 and a copy of the press
release announcing the private placement is filed as Exhibit 99.1 to this
Current Report on Form 8-K and are both incorporated herein by
reference.
Section
3 — Securities and Trading Markets
Item
3.02 Unregistered
Sale of Equity Securities
As
described in more detail above, on July 7, 2006, BioSante entered into
definitive subscription agreements with certain institutional and other
accredited investors, as defined in Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended, pursuant to which BioSante agreed to
sell in a private placement an aggregate of 3,812,978 shares of its common
stock
and warrants to purchase an aggregate of 1,334,542 shares of its common stock,
at a purchase price of $2.00 per unit. The warrants are exercisable for a period
of four years and nine months, beginning six months and one day from the date
of
issuance, at an exercise price of $2.75 per share. The number of shares issuable
upon exercise of the warrants and the exercise price of the warrants are
adjustable in the event of stock splits, combinations and reclassifications,
but
not in the event of the issuance of additional securities.
The
offer
of the securities was made and the sale of the securities will be made to a
limited number of institutional and other accredited investors in reliance
upon
exemptions from the registration requirements pursuant to Section 4(2) under
the
Securities Act of 1933, as amended, and Regulation D promulgated thereunder.
There was no general solicitation or advertising with respect to the private
placement and each of the purchasers provided written representations of an
intent to acquire the securities for investment only and not with a view to
or
for sale in connection with any distribution of the securities. Appropriate
legends will be affixed by BioSante to each of the share certificates
representing shares to be issued in the private placement.
Additional
information regarding the private placement is incorporated herein by reference
to “Item 1.01. Entry into a Material Definitive Agreement” of this Current
Report on Form 8-K.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
|
|
10.1
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Form
of Subscription Agreement dated as of July 7, 2006 by and between
BioSante
Pharmaceuticals, Inc. and each of the subscribers party to the
Subscription Agreements (filed herewith)
|
|
10.2
|
Form
of Warrant expected to be issued by BioSante Pharmaceuticals, Inc.
to each
of the subscribers party to the Subscription Agreements (filed
herewith)
|
|
99.1
|
BioSante
Pharmaceuticals, Inc. News Release dated July 10, 2006 (filed
herewith)
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SIGNATURE
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.
BIOSANTE
PHARMACEUTICALS, INC.
By:
/s/
Stephen M. Simes
Stephen
M. Simes
President
and Chief Executive Officer
Dated:
July 10, 2006
BIOSANTE
PHARMACEUTICALS, INC.
CURRENT
REPORT ON FORM 8-K
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
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Method
of Filing
|
|
10.1
|
Form
of Subscription Agreement dated as of July 7, 2006 by and between
BioSante
Pharmaceuticals, Inc. and each of the subscribers party to the
Subscription Agreements
|
Filed
herewith
|
|
10.2
|
Form
of Warrant expected to be issued by BioSante Pharmaceuticals, Inc.
to each
of the subscribers party to the Subscription Agreements
|
Filed
herewith
|
|
99.1
|
BioSante
Pharmaceuticals, Inc. News Release dated July 10, 2006
|
Filed
herewith
|