pipeclose8k.htm
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):
June
13, 2007
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
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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:
£
|
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)
|
£
|
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))
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Section
1 — Registrant’s Business and
Operations
Item
1.01 Entry into a Material Definitive
Agreement
On
June
13, 2007, BioSante Pharmaceuticals, Inc. completed its previously announced
private placement of 3,054,999 shares of common stock and warrants to purchase
763,750 shares of common stock for an aggregate purchase price of approximately
$18.3 million, resulting in net proceeds to BioSante of approximately $17.3
million, after deduction of placement agent commissions and estimated offering
expenses. The purchase price per unit was $6.00 and each unit was
comprised of one share of BioSante’s common stock and a warrant to purchase 0.25
of a share of common stock. 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.
A
form of
the subscription agreement between BioSante and each of the investors was filed
as Exhibit 10.1 to BioSante’s Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on May 25, 2007, and is incorporated herein
by reference. A form of the warrant issued by BioSante to each of the
investors in the private placement is being filed as Exhibit 10.2 to this
Current Report on Form 8-K and is incorporated herein by
reference. The foregoing description of the terms and conditions of
the warrants 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.
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 (incorporated by reference to Exhibit 10.1
in
BioSante’s Current Report on Form 8-K dated May 25, 2007 (File No.
001-31812)
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10.2
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Form
of Warrant dated as of June 13, 2007 issued by BioSante Pharmaceuticals,
Inc. to each of the subscribers party to the Subscription Agreements
dated
as of 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/
Stephen M. Simes
Stephen
M. Simes
President
and Chief Executive Officer
Dated: June
13, 2007
BIOSANTE
PHARMACEUTICALS, INC.
CURRENT
REPORT ON FORM 8-K
EXHIBIT
INDEX
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|
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10.1
|
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
|
Incorporated
by reference to Exhibit 10.1 in BioSante’s Current Report on Form 8-K
dated May 25, 2007 (File No. 001-31812)
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10.2
|
Form
of Warrant dated as of June 13, 2007 issued by BioSante Pharmaceuticals,
Inc. to each of the subscribers party to the Subscription Agreements
dated
as of May 25, 2007
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Filed
herewith
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