UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 2010
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GelTech Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-52993
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56-2600575
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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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1460 Park Lane South, Suite 1
Jupiter, Florida 33458
(Address of Principal Executive Office) (Zip Code)
(561) 427-6144
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 9, 2010, GelTech Solutions, Inc. (the “Company”) granted William Shatner 2,000,0000 five-year non-qualified stock options exercisable at $1.20 per share in consideration for providing the Company with future promotional and public relations services The options vest and become exercisable as described in the table below. When the closing price of the Company’s common stock closes at or above a price listed in the first column, the corresponding number of options in the second column shall vest and become exercisable. The vesting and exercisability are subject to Mr. Shatner providing services on the triggered vesting date.
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Closing Price
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Options Vest and
Become Exercisable
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$1.70
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250,000
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$2.20
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250,000
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$2.50
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250,000
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$3.20
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250,000
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$5.00
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1,000,000
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Item 3.02 Unregistered Sales of Equity Securities.
The Company has sold securities without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(2) and Rule 506 thereunder as described below.
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Name or Class of Investor
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Date of Sale
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No. of Securities
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Consideration
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Investor Relations
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12/8/2010
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75,000 shares of common stock
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Extension of investor relations agreement
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Legal
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12/8/2010
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100,000 stock options exercisable at $1.22 per share
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Legal services
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William Shatner
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12/9/2010
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2,000,000 stock options exercisable at $1.20 per share
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Public relations services
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Anthony Marchese
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12/10/2010
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90,000 shares of common stock and 45,000 three-year warrants
exercisable at $1.25 per share
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Investment of $76,500
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Private Placement Investors
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12/10/2010 through 12/14/2010
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150,000 shares of common stock and 75,000 three-year warrants exercisable at $1.25 per share
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Investment totaling $127,500
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Item 8.01 Other Events.
On December 10, 2010, Anthony Marchese, a director of the Company, invested $76,500 in the Company’s current private placement.
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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GELTECH SOLUTIONS, INC.
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By:
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/s/ Michael Cordani
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Michael Cordani
Chief Executive Officer
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Date: December 14, 2010