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): March 8, 2012
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)
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:
¨ 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.
Item 3.02 Unregistered Sales of Equity Securities.
On March 8, 2012, GelTech Solutions, Inc. (the “Company”) sold $184,500 of original issue discount notes (the "Notes") to three accredited investors, one of which was Mr. Jerry Eisenberg, a director of the Company, who invested $75,000. The Company received $180,000 from the sale of the Notes. The Notes have an effective annual interest rate of 5%, are due in six months and convertible into the Company's common stock at $0.50 per share. In addition, from February 8, 2012 to March 8, 2012, the Company has sold 713,400 shares of its common stock at $0.50 per share to 24 accredited investors. The Notes and the shares were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(2) and Rule 506 thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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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March 9, 2012
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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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