BioSante Form 8K July 24 2006
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
21, 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))
|
Section
1 — Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
On
July
21, 2006, BioSante Pharmaceuticals, Inc. closed its previously announced private
placement of 3,812,978 shares of its common stock and warrants to purchase
1,334,542 shares of its common stock at an aggregate price of approximately
$7.6
million, or $2.00 per unit, resulting in net proceeds to BioSante of
approximately $7.2 million, after deduction of estimated closing costs and
fees.
As
part
of the transaction, investors received warrants to purchase an aggregate of
1,334,542 shares of its common stock. 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
foregoing description of the terms and conditions of the warrants issued by
BioSante in the private placement does not purport to be complete and is
qualified in its entirety by reference to the full text of the form of warrant
filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein
by reference.
Section
8 — Other Events
Item
8.01 Other
Events
On
July
21, 2006, BioSante Pharmaceuticals, Inc. closed its previously announced private
placement of 3,812,978 shares of its common stock and warrants to purchase
1,334,542 shares of its common stock at an aggregate price of approximately
$7.6
million, or $2.00 per unit, resulting in net proceeds to BioSante of
approximately $7.2 million, after deduction of estimated closing costs and
fees.
A
copy of
the press release announcing the completion of the private placement is filed
as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by
reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
|
Description
|
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 (incorporated by reference to Exhibit 10.1
in
BioSante’s Current Report on Form 8-K dated July 7, 2006 (File No.
001-31812)
|
10.2
|
Form
of Warrant dated as of July 21, 2006 issued by BioSante Pharmaceuticals,
Inc. to each of the subscribers party to the Subscription Agreements
dated
as of July 7, 2006 (filed herewith)
|
99.1
|
BioSante
Pharmaceuticals, Inc. News Release dated July 24, 2006 (filed
herewith)
|
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 24, 2006
BIOSANTE
PHARMACEUTICALS, INC.
CURRENT
REPORT ON FORM 8-K
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
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
|
Incorporated
by reference to Exhibit 10.1 in BioSante’s Current Report on Form 8-K
dated July 7, 2006 (File No. 001-31812)
|
10.2
|
Form
of Warrant dated as of July 21, 2006 issued by BioSante Pharmaceuticals,
Inc. to each of the subscribers party to the Subscription Agreements
dated
as of July 7, 2006
|
Filed
herewith
|
99.1
|
BioSante
Pharmaceuticals, Inc. News Release dated July 24, 2006
|
Filed
herewith
|