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):
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June
15, 2007
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Grant
Life Sciences, Inc.
__________________________________________
(Exact
name of registrant as specified in its charter)
Nevada
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000-50133
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82-0490737
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1787
East Ft. Union Blvd., Suite 202
Salt
Lake City, Utah
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84121
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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:
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(801)
733-0878
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Copies
to:
Gregory
Sichenzia, Esq.
Yoel
Goldfeder, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 CFR 240.14d-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
To
obtain
funding for its ongoing operations, Grant Life Sciences, Inc. (the
“Company”) entered
into a Securities Purchase Agreement (the “Agreement”) with New Millennium
Capital Partners II, LLC, AJW Master Fund, Ltd. and AJW Partners, LLC
(collectively, the “Investors”) on June 15, 2007 for the sale of (i) $500,000 in
callable secured convertible notes (the “Notes”) and (ii) stock purchase
warrants (the “Warrants”) to buy 10,000,000 shares of our common stock. On June
15, 2007, the Investors purchased $500,000 in Notes and received Warrants to
purchase 10,000,000 shares of the Company’s common stock. The Company received
net proceeds of $455,000.00, after deducting expenses of $45,000.00.
The
Notes
bear interest at 8%, mature three years from the date of issuance, and are
convertible into our common stock, at the Investors' option, at a conversion
price equal to the lower of (i) $0.15 or (ii) 60% of the average of the three
lowest intraday trading prices for our common stock during the 20 trading days
before, but not including, the conversion date. As of June 15, 2007, the average
of the three lowest intraday trading prices for our common stock during the
preceding 20 trading days as reported on the Over-The-Counter Bulletin Board
was
$0.0225 and, therefore, the conversion price for the secured convertible notes
was $0.0135. Based on this conversion price, the $500,000 Notes, excluding
interest, were convertible into 37,037,037 shares of our common stock.
We
may
prepay the Notes in the event that no event of default exists, there are a
sufficient number of shares available for conversion of the callable secured
convertible notes and the market price is at or below $.40 per share. The full
principal amount of the Notes is due upon default under the terms of Notes.
In
addition, we have granted the Investors a security interest in substantially
all
of our assets and intellectual property as well as registration rights.
The
Warrants are exercisable until seven years from the date of issuance at a
purchase price of $.05 per share. In addition, the exercise price of the
Warrants is adjusted in the event we issue common stock at a price below market.
The
Investors have contractually agreed to restrict their ability to convert the
Notes and exercise the Warrants and receive shares of our common stock such
that
the number of shares of the Company common stock held by them and their
affiliates after such conversion or exercise does not exceed 4.99% of the
Company’s then issued and outstanding shares of common stock.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a
Registrant
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The
sale
of the Notes described in Item 1.01 was completed on June 15, 2007. As of
the date hereof, the Company is obligated on $500,000 in face amount of Notes
issued to the Investors. The Notes are a debt obligation arising other than
in
the ordinary course of business which constitute a direct financial obligation
of the Company.
Item
3.02
Unregistered
Sales of Equity Securities
The
Notes
and Warrants described in Item 1.01 were offered and sold to the Investors
in a
private placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506
promulgated thereunder. Each of the Investors is an accredited
investor as defined in Rule 501 of Regulation D promulgated under the Securities
Act of 1933.
Item
9.01 Financial
Statements and Exhibits
Exhibit
No.
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Description
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10.1
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Securities
Purchase Agreement dated June 15, 2007 by and among the Company and
New
Millennium Capital Partners II, LLC, AJW Master Fund, Ltd. and AJW
Partners, LLC
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10.2
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Form
of Callable Secured Convertible Note dated June 15,
2007
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10.3
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Form
of Stock Purchase Warrant dated June 15, 2007
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10.4
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Registration
Rights Agreement dated June 15, 2007 by and among the Company and
New
Millennium Capital Partners II, LLC, AJW Master Fund, Ltd. and AJW
Partners, LLC
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10.5
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Security
Agreement dated June 15, 2007 by and among the Company and New Millennium
Capital Partners II, LLC, AJW Master Fund, Ltd. and AJW Partners,
LLC
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10.6
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Intellectual
Property Security Agreement dated June 15, 2007 by and among the
Company
and New Millennium Capital Partners II, LLC, AJW Master Fund, Ltd.
and AJW
Partners, LLC
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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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Grant
Life Sciences, Inc.
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Date:
June 22, 2007
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By:
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/s/Doyle
R. Judd
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Name:
Doyle R. Judd
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Title:
Chief Financial Officer
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