UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 26, 2008
Artes Medical, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-33205
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33-0870808 |
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| (State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer |
| of Incorporation)
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Identification No.) |
5870 Pacific Center Boulevard
San Diego, California 92121
(Address of Principal Executive Offices, with Zip Code)
(858) 550-9999
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On September 26, 2008, Artes Medical, Inc. (the “Company”) completed a financing with
accredited investors raising approximately $2.4 million from a private placement of its common
stock and related warrants. Empire Asset Management Company served as the placement agent for the
transaction.
The Company issued approximately 2,735,817 shares of common stock at a purchase price of $0.73 per
share. The Company also issued to these investors warrants to purchase an additional 1,367,916
shares of common stock at an exercise price of $0.75 per share. The warrants will be exercisable
no sooner than six months following the closing of the private placement and will expire on March
26, 2014. In addition, the Company issued 497,228 shares of common stock at a purchase price of
$0.8125 per share and warrants to purchase 248,616 shares of common stock, at an exercise price of
$0.75 per share, to investors who may be deemed to be affiliated with a member of its board of
directors.
Under the terms of the engagement agreement, the Company paid Empire a cash fee equal to 8% of the
aggregate proceeds raised in the financing and issued warrants to purchase up to 218,865 shares of
common stock at an exercise price of $0.73 per share, up to 129,322 shares of common stock at an
exercise price of $0.75 and up to 39,778 shares of common stock at an exercise price of $0.8125 per
share.
In connection with the financing, the Company agreed that the investors will be entitled to certain
registration rights with respect to the common stock purchased and the common stock underlying the
warrants in connection with a registered offering by the Company as described in the form of warrant
attached hereto as Exhibit 4.23. The warrants contain full-ratchet anti-dilution provisions for
twelve months and weighted-average anti-dilution provisions after twelve months, subject to any
stockholder approval required by applicable rules of the Nasdaq Global Market. The Company also
granted the investors the right to participate, on the same terms as new investors, in any
follow-on financing within six months of the closing of the financing on a pro-rata basis.
A complete copy of the form of warrant, the form of warrants issued to the placement agent, the
forms of subscription agreement, the placement agent agreement and
the Company’s press release related to the
financing are attached hereto as Exhibits 4.23, 4.24, 10.50, 10.51, 10.52 and 99.1, respectively,
and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the September 26, 2008 private placement described in Item 1.01 above, the
Company issued 3,233,045 shares of its common stock and warrants to purchase up to 1,616,532
additional shares of its common stock to accredited investors. The Company also issued warrants to
purchase up to 387,965 shares of our common stock to the placement agent in the financing. The
shares of common stock and the warrants were offered and sold in reliance on exemptions from
registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506
promulgated thereunder, and in reliance on similar exemptions under applicable state securities
laws.
Item 9.01. Financial Statements and Exhibits.
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Description |
4.23
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Form of Warrant |
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4.24
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Form of Placement Agent Warrant |
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10.50
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Form of Subscription Agreement |
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10.51
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Form of Subscription Agreement (Affiliates) |
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10.52
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Placement Agent Agreement, dated September 17, 2008, by and
between us and Empire Asset Management Company |
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99.1
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Press release, dated September 26, 2008 |