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EX-10.1 - EX-10.1 - SYNERGY PHARMACEUTICALS, INC.a11-23405_3ex10d1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 28, 2011

 

Synergy Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Florida

 

333-131722

 

20-3823853

(State or other jurisdiction

 

(Commission

 

IRS Employer

of incorporation or organization)

 

File Number)

 

Identification No.)

 

420 Lexington Avenue, Suite 1609

New York, NY 10170

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (212) 297-0020

 

 

(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 communication 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 July 28, 2011, Synergy Pharmaceuticals, Inc., a Florida corporation (the “Company”), entered into a subscription agreement with certain investors to raise gross proceeds of $2,336,472.50 in a registered direct offering.    The Company issued to the investors 667,563 shares of its common stock. The purchase price paid by the investors was $3.50 for each share of common stock.

 

The offering was made pursuant to a shelf registration statement on Form S-3 (SEC File No. 333-163316, the base prospectus effective December 10, 2009), as supplemented by a prospectus supplement filed with the Securities and Exchange Commission on July 19, 2011.

 

The descriptions of terms and conditions of the Subscription Agreement set forth herein do not purport to be complete and are qualified in their entirety by the full text of the form of Subscription Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)         Exhibits.

 

10.1                        Form of Subscription Agreement for the July 2011 Offering

 

 

SIGNATURE

 

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.

 

Dated:  August 3, 2011

 

 

SYNERGY PHARMACEUTICALS, INC.

 

 

 

 

 

 

 

 

 

By:

/s/ Gary S. Jacob

 

 

Gary S. Jacob, Ph.D.

 

 

President and Chief Executive Officer

 

 

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