UNITED STATES
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): August 8, 2011
Omni Bio Pharmaceutical,
Inc.
(Exact name of registrant as
specified in its charter)
| Colorado | 000-52530 | 20-8097969 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5350 South Roslyn, Suite 430,
Greenwood Village, CO |
80111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 867-3415
| (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
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 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in Current Reports on Form 8-K filed with the Securities and Exchange Commission on June 13, 2011 and June 28, 2011, Omni Bio Pharmaceutical, Inc. (the “Company”) conducted the first two closings on the sale of Units in a private placement transaction (the “Private Placement”).
On August 8, 2011, the Company conducted the final closing under the Private Placement, pursuant to which the Company entered into subscription agreements with eight accredited investors for the purchase of 236,000 Units for an aggregate subscription price of $295,000. After deducting offering expenses, including commissions and expenses paid to the placement agent, net proceeds to the Company from such sales totaled approximately $267,000.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02. The Units are being issued in a private placement exempt from registration pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and constitute “restricted securities” under Rule 144 of the Securities Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective August 9, 2011, Jeffrey Sperber resigned as a member of the Board of Directors (the “Board”) of the Company.
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.
Omni Bio Pharmaceutical, Inc.
Date: August 12, 2011
By: /s/ Robert C. Ogden
Robert C.
Ogden
Chief Financial Officer