Attached files
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EX-99.1 - EXHIBIT 99.1 - Osteologix, Inc. | c94244exv99w1.htm |
EX-10.2 - EXHIBIT 10.2 - Osteologix, Inc. | c94244exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - Osteologix, Inc. | c94244exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2010 (December 29, 2009)
Osteologix, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 333-112754 | 32-0104570 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4415 Cox Road Glen Allen, Virginia |
23060 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (804) 747-6027
(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:
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
On December 29, 2009, Osteologix, Inc. (the Company) entered into a securities purchase agreement
(the Purchase Agreement) with Nordic Biotech Opportunity Fund K/S, an affiliate of Nordic Biotech
K/S, the Companys largest shareholder (collectively, Nordic) for the sale (the Offering) of
1,992,448 shares of common stock (the Shares) for an aggregate purchase price of $1,000,000, or
approximately $0.5019 per share, the 10 day volume weighted average closing price of the Companys
common stock as of the end of trading on December 28, 2009. Under the Purchase Agreement, for as
long as Nordic is the beneficial owner of at least 20% of the outstanding shares of the Companys
common stock, the size of the Companys Board of Directors (the Board) may not exceed seven
persons, and Nordic will have the right to cause the appointment of up to three members of the
Board (the Nordic Board Rights).
The terms and conditions of the Offering were approved by an offering committee comprised of three
independent directors which was formed by the Board in connection with the Offering.
The Company expects the Offering to close on or about January 7, 2010, subject to satisfaction of
certain customary closing conditions. The Purchase Agreement shall terminate on January 22, 2010 if
the Offering has not closed by such date. The Offering is exempt from registration pursuant to the
exemption for transactions by an issuer not involving any public offering under Section 4(2) the
Securities Act of 1933, as amended (the Act), and Regulation D under the Act.
In connection with the Offering, the Company entered into a registration rights agreement dated as
of December 29, 2009, with Nordic (the Registration Rights Agreement). Pursuant to the
Registration Rights Agreement, Nordic has the right at any time after six months
following the closing date of the Offering to cause the Company prepare and file a registration
statement covering the resale of the shares of common stock purchased by Nordic, subject to certain
limitations. The Company also agreed, among other things, to
indemnify Nordic under
the registration statements from certain liabilities and to pay all fees and expenses (excluding
underwriting discounts and selling commissions and all legal fees of Nordic) incident
to the Companys obligations under the Registration Rights Agreement.
In addition, the Company agreed to amend the Companys Certificate of Incorporation to decrease the
number of authorized shares of Preferred Stock of the Company from 1,000,000 to 0, decrease the
number of authorized shares of common stock of the Company from 100,000,000 to 38,072,737 and
provide for the Nordic Board Rights described above (the Charter Amendment). The Charter
Amendment was approved by the Board on December 29, 2009 and by
written consent of Nordic, the holder of more than 50% of the
outstanding shares of the Companys common stock, dated
December 29, 2009. The Company expects the Charter Amendment
to become effective following the filing of an
Information Statement on Schedule 14C with the Securities and Exchange Commission and the
expiration of all required waiting periods.
The foregoing description of the Offering is only a summary and is qualified in its entirety by
reference to the Purchase Agreement and the Registration Rights Agreement, copies of which are
filed as exhibits to this Current Report on Form 8-K.
The securities sold and issued in connection with the Purchase Agreement have not been registered
under the Act or any state securities laws and may not be offered or sold in the United States
absent registration with the SEC or an applicable exemption from the registration requirements.
Item 3.02 | Unregistered Sales of Equity Securities |
The information called for by this item is contained in Item 1.01, which is incorporated herein by
reference.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On December 29, 2009, in connection with the Offering, Christian Hansen, Florian
Schönharting and Christopher B. Wood resigned from the Board.
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(d) Following the resignations of Messrs. Hansen, Schönharting and Wood, on December 29, 2009,
the Board, upon the request of Nordic, elected John M. Barberich as a director, effective
immediately. The Board also appointed Mr. Barberich to serve as the Chairman of Board and fixed the
size of the Board at five members.
Mr. Barberich has
been a consultant to biotech related companies since 2003 and since September 2005 has been a
Financial Advisor to Nordic Biotech Advisors ApS, a firm which provides investment advisory
services to Nordic Biotech K/S and Nordic Biotech Opportunity Fund,
security holders in the Company. Prior to 2003, Mr. Barberich
served as Vice President and Chief Financial Officer of three biopharmaceutical companies: Omrix
Biopharmaceuticals (now part of Johnson & Johnson), Scriptgen Pharmaceuticals (now known as Anadys
Pharmaceuticals) (NASDAQ: ANDS) and ACADIA Pharmaceuticals (NASDAQ: ACAD).
Mr. Barberich will be entitled to receive cash compensation and receive grants of options to
purchase shares of the Companys common stock for his service as a director, Chairman of the Board
and for serving on any Board committees to which he may be appointed, as determined by the Board or
its compensation committee from time-to-time.
Item 8.01 | Other Events |
On January 4, 2010, the Company issued the press release attached hereto as Exhibit 99.1 regarding
the Offering and the related changes to the Board described in this report.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits | |
10.1 | Securities Purchase Agreement dated as of December 29, 2009, by and among Osteologix, Inc., and the purchasers named on the signature pages thereto. | |
10.2 | Registration Rights Agreement dated as of December 29, 2009, by and among Osteologix, Inc., and the Holders named therein. | |
99.1 | Press Release of Osteologix, Inc. dated January 4, 2010. |
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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 thereunto duly authorized.
OSTEOLOGIX, INC. |
||||
By: | /s/ Philip J. Young | |||
Philip J. Young | ||||
President and Chief Executive Officer | ||||
Date: January 4, 2010