Attached files
| file | filename |
|---|---|
| EX-5.2 - Intellect Neurosciences, Inc. | v167847_ex5-2.htm |
| EX-5.1 - Intellect Neurosciences, Inc. | v167847_ex5-1.htm |
| EX-5.3 - Intellect Neurosciences, Inc. | v167847_ex5-3.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): August 12,
2009
Intellect
Neurosciences, Inc.
(Exact
Name of Registrant As Specified In Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
333-128226
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20-2777006
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
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7
West 18th Street, New York, NY
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10011
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(212)
448-9300
(Registrant’s
Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
|
£
|
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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Item
2.03. Creation of a Direct Financial Obligation.
On
November 17, 2009, Intellect Neurosciences, Inc. (OTCBB: ILNS) (the “Company”)
issued and sold 14% Convertible Promissory Notes (the “Note”) with an aggregate
principal amount of $200,000, resulting in net proceeds to the Company of
approximately $192,500. The Notes were sold to “accredited investors” (as
defined in Section 2(15) of the Securities Act of 1933, as amended (the
“Securities Act”), and Rule 501 promulgated thereunder) in an offering exempt
from registration under Section 4(2) of the Securities Act and Rule 506
promulgated thereunder.
The Notes
bear interest at 14% annually and mature 3 months from the issue date of the
Notes. Interest is payable quarterly in arrears on the last day of each calendar
quarter, commencing December 31, 2009. Each Note may be converted
into shares of Company common stock equal to the sum of the principal owed and
interest that has accrued on such Note divided by the conversion price of $1.75.
The Notes are not entitled to dividends, distributions or other payments and
carry no registration rights related to the underlying common
stock.
Pursuant
to the terms of the Notes, the Company has agreed, among other things, to use
its best efforts to obtain the consent of the holders of its outstanding Common
Stock to increase the number of authorized shares of common stock from 100
million to 650 million. Provided this proposal is adopted by the Company’s
shareholders, the Company has agreed to effectuate a conversion of its
outstanding Series B Preferred Stock at a conversion price of $0.10 per share
(and $0.08 per share under certain circumstances) in the event holders of eighty
percent (80%) or more of the Series B Preferred Stock agree to convert their
stock at such price.
The
Company expects to use the net proceeds from the sale of the Notes for general
corporate purposes.
Item
3.02. Unregistered Sales of Equity Securities.
The
number of shares of common stock issuable upon conversion of the Notes described
in Item 2.03 of this Current Report on Form 8-K is the sum of the principal
owed and interest that has accrued on each Note divided by the conversion price
of $1.75. The conversion price of the Notes is subject to adjustment as
described in the terms of the Notes. The issuance of any such shares
upon conversion of the Notes will be to “accredited
investors” in a transaction exempt from registration under Section 4(2) of the
Securities Act and Rule 506 promulgated thereunder. The Company will
receive no additional proceeds upon the issuance of any such
shares.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are furnished as part of this Report on Form
8-K:
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Exhibit
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Description
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5.1
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Form
of Convertible Promissory Note.
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5.2
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Letter
to Shareholders
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5.3
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Letter
to Holders of Series B Preferred
Stock
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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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Date:
November 30, 2009
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INTELLECT
NEUROSCIENCES, INC.
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By:
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/s/Elliot Maza
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Name:
Elliot Maza
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Title: Chief
Financial Officer
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