pipe8k1.htm
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):
May
25, 2007
BIOSANTE
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31812
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58-2301143
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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111
Barclay Boulevard
Lincolnshire,
Illinois
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60069
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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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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£
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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
May
25, 2007, 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 2,754,999 shares of its common stock and warrants to purchase
an aggregate of 688,750 shares of its common stock, at a purchase price of
$6.00 per unit. The warrants are exercisable for a period of three
years, beginning six months and one day from the date of issuance, at an
exercise price of $8.00 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 the registration
statement to be declared effective by the SEC within the earlier of 90 days
after the closing (120 days if the registration statement is reviewed by the
SEC) 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 the 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
approximately $15.6 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 and warrants 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 and the form of warrant
expected to be issued by BioSante to the investors at the closing of the private
placement filed as Exhibit 10.2 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
copy of the press
release announcing the private placement is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
This
report does not constitute an offer to sell or the solicitation of an offer
to
buy any securities. The shares of common stock and the underlying shares of
common stock issuable upon exercise of the warrants have not been registered
under the Securities Act of 1933, as amended, or any applicable state securities
laws and may not be offered or sold in the United States, absent registration
or
an applicable exemption from such registration requirements.
Section
3 — Securities and Trading Markets
Item
3.02 Unregistered Sale of Equity
Securities
As
described in more detail above, on May 25, 2007, 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 2,754,999 shares of its common
stock and warrants to purchase an aggregate of 688,750 shares of its common
stock, at a purchase price of $6.00 per unit. The warrants are
exercisable for a period of three years, beginning six months and one day from
the date of issuance, at an exercise price of $8.00 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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10.1
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Form
of Subscription Agreement dated as of May 25, 2007 by and between
BioSante
Pharmaceuticals, Inc. and each of the subscribers party to the
Subscription Agreements (filed herewith)
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10.2
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Form
of Warrant expected to be issued by BioSante Pharmaceuticals, Inc.
to each
of the subscribers party to the Subscription Agreements (filed
herewith)
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99.1
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BioSante
Pharmaceuticals, Inc. News Release dated May 25, 2007 (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/
Phillip B. Donenberg
Phillip
B. Donenberg
Chief
Financial Officer, Treasurer and Secretary
Dated: May
25, 2007
BIOSANTE
PHARMACEUTICALS, INC.
CURRENT
REPORT ON FORM 8-K
EXHIBIT
INDEX
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10.1
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Form
of Subscription Agreement dated as of May 25, 2007 by and between
BioSante
Pharmaceuticals, Inc. and each of the subscribers party to the
Subscription Agreements
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Filed
herewith
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10.2
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Form
of Warrant expected to be issued by BioSante Pharmaceuticals, Inc.
to each
of the subscribers party to the Subscription Agreements
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Filed
herewith
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99.1
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BioSante
Pharmaceuticals, Inc. News Release dated May 25, 2007
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Filed
herewith
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