Unassociated Document
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) September
11, 2006
Interpharm
Holdings, Inc.
(Exact
name of Registrant as specified in charter)
Delaware
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0-22710
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13-3673965
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(State
or other jurisdic-
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(Commission
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(IRS
Employer
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tion
of incorporation)
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File
Number)
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Identification
No.)
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75
Adams Avenue, Hauppauge, New York
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11788
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (631)
952 0214
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry
Into a Material Definitive Agreement
On
September 11, 2006, Interpharm Holdings Inc. (the “Company”) entered into and
consummated a Securities Purchase Agreement (the “Agreement”) with Aisling
Capital II, LP (the “Buyer”).
Under
the
Agreement, the Company issued and sold to the Buyer, for a purchase price of
$10
million, an aggregate of 10,000 shares of the Company's newly
designated Series C-1 Convertible Preferred Stock (the “Preferred Stock”),
together with 2,281,914 warrants to purchase shares of Company common stock
with
an exercise price of $1.639. The warrants have a five year term. The number
of
shares of common stock which may be purchased upon exercise of the warrants
and
the exercise price of the warrants are subject to adjustment to protect the
holder of the warrants against dilution upon the occurrence of certain
events.
The
Preferred Stock will be accounted for in the financial statements of the Company
as temporary equity rather than permanent equity.
The
Preferred Stock will, among other things, accrue dividends at the rate of 8.25%
per annum, be convertible at any time at the option of the holder into common
stock of the Company and, at any time after March 31, 2007, be convertible
into
Company common stock, at the option of the Company, provided that certain
conditions have been satisfied. The Preferred Stock is convertible into
approximately 6.5 million shares of common stock. The Preferred Stock shall
also
be entitled to voting rights on all matters on an as-converted-to-common-stock
basis, with the holders of the Preferred Stock and common stock voting as a
single class. The holders of the Preferred Stock shall also have the right
upon
the occurrence of certain events to require the Company to redeem the
Preferred Stock for a redemption price calculated in accordance with an
agreed upon formula.
So
long
as the Buyer holds at least 25% of the shares of Preferred Stock issued to
it,
in addition to any other rights provided by law, without first obtaining the
affirmative vote at a meeting duly called for such purpose or the written
consent of the holders of a majority of the outstanding shares of Preferred
Stock, voting together as a single class, the Company shall not, among other
things:
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·
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issue
any shares of Common Stock, stock appreciation rights, stock options
or
other equity securities to officers, directors or employees of, or
consultants (that are affiliates of the Company) to, the Company
in excess
of 2% of the fully diluted number of shares of Common Stock on the
initial
closing date;
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·
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issue
any shares of Common Stock, stock appreciation rights, stock options
or
other equity securities to independent third parties (e.g., investment
banks, investor relations firms, consultants that are not affiliates
of
the Company) in excess of 2% of the fully diluted number of shares
of
Common Stock on the initial closing
date;
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·
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pay
dividends or make any other distribution on the capital stock of
the
Company other than (i) dividends on the Preferred Stock or (ii) the
stated
dividends on the shares of Series A-1 Preferred Stock and shares
of Series
B-1 Preferred Stock;
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·
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issue
any Common Stock or any securities convertible into or exchangeable
for
Common Stock at a price per share of Common Stock less than the purchase
price per share of Preferred Stock;
and
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issue
any indebtedness that creates an obligation for the Company to repay
in
the aggregate more than $50 million in principal and
interest.
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In
connection with the Agreement the Company also
entered into with the Buyer and Tullis-Dickerson Capital Focus III, L.P. (“TD
III”), the holder of the Company’s Series B-1 Convertible Preferred Stock, an
Amendment No.1 to the Registration Rights Agreement dated May 15, 2006 between
the Company and TD III pursuant to which the Buyer became a party to such
agreement and the Company thereby became obligated to register under the
Securities Act of 1933, the resale by the Buyer of shares of the Company’s
common stock which may be acquired by the Buyer upon conversion of the Preferred
Stock, upon exercise of the warrants, or in lieu of cash dividends on the
Preferred Stock.
The
foregoing description of the Agreement is qualified, in its entirety, by the
text of the Agreement itself which is annexed hereto as Exhibit
99.1.
On
September 15, 2006 the Company issued a press release announcing its entry
into
the Agreement. A copy of the press release is attached hereto as Exhibit 99.2
and incorporated herein by reference.
Item
3.02 Unregistered
Sales of Equity Securities
On
September 11, 2006, the Company entered into and consummated the Agreement.
For
information concerning the terms of the Agreement and documents entered into
in
connection with the Agreement see Item 1.01 which is in its entirety
incorporated herein by reference.
The
Preferred Stock and the warrants issued by the Company to the Buyer were issued
pursuant to an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”) set forth in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering
as
the offer and sale of the securities was made to one accredited investor in
accordance with the conditions set forth in Regulation D, Rule 506 under
the Securities Act.
Item
9.01 Financial
Statements and Exhibits
Exhibit
99.1
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Securities
Purchase Agreement dated September 11, 2006 between Interpharm Holdings
Inc. and Aisling Capital II, LP.
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Exhibit
99.2
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Press
release, dated September 15,
2006.
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Signatures
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.
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INTERPHARM
HOLDINGS, INC.
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September
15, 2006
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By:
/s/ George Aronson
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George
Aronson
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Chief
Financial Officer
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