Attached files
| file | filename |
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| EX-10.1 - RADIENT PHARMACEUTICALS Corp | v198047_ex10-1.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 29,
2010
Radient
Pharmaceuticals Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16695
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33-0413161
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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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.
In
September 2008, we held a closing pursuant to which we issued convertible
promissory notes; the note holders were also entitled to receive warrants to
purchase shares of our common stock upon conversion of the Notes. As
of the date of this Report, $217,268 principal of notes
are outstanding. Although the Notes matured on September 15, 2010,
the cure period pursuant to the Notes required us to pay by September 29, 2010
to avoid a default. We did not pay by such time, and failure to do so
constitutes a default under the Notes, pursuant to which the note holders can
declare the full amount of the Notes immediately due and
payable. Based on our current need for additional financing, our
management believes it is prudent to reserve as much cash as possible for our
operations. Therefore, we submitted a letter agreement, a form of
which is attached as an exhibit hereto, to the note holders to waive the default
and extend the maturity date to November 15, 2010. In exchange for waiving the
default and extending the maturity date to November 15, 2010, we shall increase
the principal balance of the Note outstanding on September 14, 2010 by 25% (the
“25% Increase”) and increase the interest rate of the Notes from 10% per annum
to 18%, which rate shall apply to the interest due from September 15, 2010 until
the Note is converted. Additionally, note holders shall remain
entitled to the Bonus Interest provided for in the original Notes (an amount
equal to 50% of the outstanding principal of the Note), which we shall calculate
as a one time fee applied to the principal balance of the Notes outstanding on
September 14, 2010. The amount of the 25% Increase and Bonus Interest
shall be combined and such total shall be directly applied to the principal
amount of the Notes outstanding on September 14, 2010. Finally, we
shall adjust the conversion price of the Notes to equal 80% of the VWAP for the
5 trading days immediately preceding the date we receive the NYSE Amex Listing
Approval, provided however, that in no event shall the Conversion Price be less
than $0.28 per share (under the terms of the Note, the conversion price could
not be less than $1.20 per share). Since we are a NYSE Amex listed
company, we are required to obtain stockholder approval in connection with any
transaction, other than a public offering, that involves the issuance of common
stock, warrants to purchase shares of common stock or other securities
convertible or exercisable into shares of common stock, at a price below the
greater of our book value or market value at the time of issuance, that equals
an aggregate of more than 19.99% of our then-outstanding common
stock. Notwithstanding shareholder approval, we are also required to
submit an additional listing application with the NYSE Amex to obtain their
approval to issue and list any of the shares of common stock contemplated hereby
before we can list, or issue, any such shares on the NYSE Amex. Based
on the potential conversion price and number of shares potentially issuable
pursuant thereto, we agreed to seek shareholder and NYSE Amex approval of the
shares underlying the Notes on or before November 15, 2010. If we do
not obtain these approvals on or before November 15, 2010, the Notes shall once
again be susceptible to default.
Pursuant
to the terms of the letter agreement, once we obtain shareholder and NYSE Amex
approval, the Notes shall automatically convert into that number of shares of
common stock as is equal to the quotient of: (x) the sum of the outstanding
principal amount of the Note, plus all interest accrued thereon divided by (y)
the Conversion Price, as adjusted pursuant to the terms of the letter
agreement. At that same time, we shall also issue the Warrants on the
same terms as originally contained in the related transaction
documents.
As of the
date of this Report, we have only received informal communications from the
outstanding note holders inquiring about payment on their Notes; we have not
received any formal default notices. We anticipate the note holders
signing the letter agreement, but have not received any signatures as of the
date of this Report.
Item
8.01. Other Events.
We
decided to tentatively set the new annual meeting date, which was originally
August 31, 2010, to November 15, 2010 and the record date for this meeting shall
be October 13, 2010. We shall file an amendment to this Current
Report on Form 8-K if there are any changes.
Item
9.01. Financial Statements and Exhibits.
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(a)
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Not
applicable.
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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
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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.
RADIENT
PHARMACEUTICALS CORPORATION
By:
/s/ Akio
Ariura
Name: Akio
Ariura
Title: Chief
Financial Officer
Dated: October
5, 2010