Attached files
| file | filename |
|---|---|
| EX-10.3 - Synthetic Biologics, Inc. | v209338_ex10-3.htm |
| EX-10.1 - Synthetic Biologics, Inc. | v209338_ex10-1.htm |
| EX-10.2 - Synthetic Biologics, Inc. | v209338_ex10-2.htm |
| EX-99.1 - Synthetic Biologics, Inc. | v209338_ex99-1.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): January 28, 2011
Exact
name of registrant as specified in its charter)
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Nevada
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1-12584
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13-3808303
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(State
or other jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S
Employer Identification No.)
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3930
Varsity Drive, Ann Arbor, Michigan
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48108
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (734) 332-7800
N/A
(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:
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¨
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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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On
January 28, 2011 Adeona Pharmaceuticals, Inc., a Nevada corporation (the
“Company”), entered into an engagement agreement with Chardan Capital Markets,
LLC, to serve as exclusive placement agent in an offering of the Company’s
common stock , par value $0.001 per share (the “Common Stock”), together with
warrants to purchase shares of Common Stock. Under the terms of the
transaction, the Company is offering to sell, in the aggregate, 2,857,144 shares
(the “Shares”) of Common Stock at a price of $1.40 per share and common stock
purchase warrants to purchase up to 1,428,572 shares of Common Stock to
institutional investors (the “Warrants”), resulting in aggregate gross proceeds
to the Company of $4,000,000. The net offering proceeds to the Company,
after deducting the placement agent fees and other estimated offering expenses
payable by the Company are expected to be approximately $3.7 million. The
sale of the Shares and the Warrants is being made pursuant to a Securities
Purchase Agreement entered into on January 28, 2011 between the Company and
the investors. Each investor will be entitled to Warrants to purchase up
to a number of shares of common stock equal to approximately 50% of the number
of such Shares purchased by the investor. Each Warrant is exercisable for one
share of Common Stock, has an exercise price of $2.00 per share and will be
exercisable for thirteen months from the date of issue. Copies of the
engagement agreement, form of Securities Purchase Agreement and form of Warrant
are attached hereto as Exhibits 10.1 through 10.3, respectively, and are
incorporated herein by reference. The foregoing descriptions of the engagement
agreement and forms of Securities Purchase Agreement and Warrant do not purport
to be complete and are qualified in their entirety by reference to the exhibits
hereto which are incorporated by reference.
The
offering is expected to close on or about February 2, 2011, or on such earlier
date as the Company and the investors may agree, subject to customary closing
conditions.
The
Offering is being made and the Common Stock and Warrants sold pursuant to
prospectus supplement which will be filed with the Securities and Exchange
Commission in connection with a shelf takedown from the Company’s shelf
registration statement on Form S-3 (File No. 333-166750), which became
effective on June 14, 2010. On January 28, 2011, the Company
issued a press release announcing the pricing of the offering. A copy of the
press release is attached as Exhibit 99 hereto and is incorporated herein by
reference.
Item 9.01
Financial
Statements and Exhibits.
(a)
Financial statements of businesses acquired.
None; not
applicable.
(b)
Pro forma financial information.
None; not
applicable.
(c)
Shell company transactions.
None; not
applicable.
(d)
Exhibits.
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Exhibit No.
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Description
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10.1
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Engagement
Agreement, as amended
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10.2
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Form
of Securities Purchase Agreement
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10.3
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Form
of Warrant
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99.1
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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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ADEONA
PHARMACEUTICALS, INC.
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Date:
February 2, 2011
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/s/
Dr. James S.
Kuo
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Chief
Executive Officer
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(principal
executive officer)
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Engagement
Agreement, as amended
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10.2
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Form
of Securities Purchase Agreement
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10.3
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Form
of Warrant
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99.1
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Press
Release
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