Attached files
| file | filename |
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| EX-10.1 - RADIENT PHARMACEUTICALS Corp | v196127_ex10-1.htm |
| EX-99.1 - RADIENT PHARMACEUTICALS Corp | v196127_ex99-1.htm |
CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT
REPORTING REQUIREMENTS
FORM
8-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
Date of
Report (Date of Earliest Event Reported): September 1,
2010
Radient
Pharmaceuticals Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
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001-16695
|
33-0413161
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
2492
Walnut Avenue, Suite 100, Tustin, California, 92780-7039
(Address
of principal executive offices (zip code))
714-505-4461
(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):
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
240.13d-4(c))
Item
2.04. Triggering Events that Accelerate or Increase a Direct Financial
Obligation.
Pursuant
to the terms of the Note and Warrant Purchase Agreements we entered into in
March and April 2010, we are required to obtain stockholder approval, on or
before July 15, 2010 for the first related closing and on or before
August 31, 2010, for the second, third and fourth related closing to issue
shares of our common stock pursuant to such Purchase Agreements in an amount
that exceeds 19.99% of our outstanding common stock on the date of such
closings. Due to the continuing SEC review of our proxy statement and
periodic reports that we are required to submit to our shareholders with the
proxy statement, we were unable to file and mail our definitive proxy statement
so as to give our shareholders proper notice of an August 31, 2010 meeting and
therefore will not be able to have a meeting or obtain shareholder approval on
such date. This failure will constitute an event of default under the
2010 Financing Convertible Notes as of September 1, 2010, pursuant to which the
note holders will be entitled to declare the entire principal and interest due
on the notes then immediately payable. We filed our response to the
SEC’s most recent comment letter on August 31, 2010 and continue to work
diligently with our outside securities counsel and independent auditors, as well
as communicating with the SEC reviewers handling our filings, to clear the
filings and re-schedule the meeting as soon as possible. However,
there is no assurance that the SEC will clear our filings after reviewing our
response and the SEC is entitled to issue additional comments if it deems them
necessary. We will continue to respond to any additional comments as
quickly as possible and will continue to do whatever we can to clear the
comments as soon as possible. Due to the ongoing comment period with the SEC, we
determined it was prudent to wait until we are closer to clearing the comments
before we set a new meeting date.
In light
of the default and to maintain good relationships with the investors of the
March and April 2010 financing, we have requested they waive the July 15, 2010
and August 31, 2010 meeting requirement and instead allow us to hold the meeting
on or before November 15, 2010. We submitted a letter agreement to
all of the investors to seek their agreement to the revised date and to waive
any and all potential defaults related to not having the meeting or obtaining
shareholder approval by July 15, 2010 or August 31, 2010, in exchange for which
we shall increase the principal balance of their note by 25%. As of
the date of this Report, we received agreement from twelve of the
investors who hold approximately 20% of the notes and based on initial
discussions, we anticipate receiving agreement from additional note holders who,
in the aggregate, hold approximately 50% of the notes.
In
addition, we also entered into a Registration Rights Agreement with the
investors of the March and April 2010 Financing pursuant to which we agreed to
file a registration statement by May 3, 2010, registering for resale of all
of the shares underlying the notes and warrants issued pursuant to the March and
April 2010 Financing. Under the terms of the Registration Rights Agreement, if
we fail to file the registration statement or keep it effective as per the terms
of such agreement, $100 per day shall be added to the principal balance of the
2010 Financing Convertible Notes for so long as the registration statement
remains unfiled or not effective, up to a cap of $10,000. Although we
filed the required registration timely, since it was not declared effective by
the required effective date (June 1 for the first three closings and August 31
for the fourth closing), $350,000 has been added to the principal amount of the
notes issued in the first three closings and $40,000 has been added to the
principal amount of the notes issued in the fourth closing.
Item
7.01 Regulation FD Disclosure.
We issued
a press release regarding the information set forth above on this same
day. A copy of the press release containing such announcement is
furnished herewith as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
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(a)
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Not
applicable.
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|
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(b)
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Not
applicable.
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(c)
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Exhibits
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|
10.1
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Form
of Letter Agreement
|
|
99.1
|
Press
Release
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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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RADIENT
PHARMACEUTICALS CORPORATION
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By:
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/s/ Akio Ariura | |
| Name: Akio Ariura | |||
| Title: Chief Financial Officer | |||
Dated: