SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
(Exact name of registrant as specified
in its charter)
(State or other jurisdiction
4470 Cox Road
Glen Allen, Virginia 23060
(Address of principal executive offices,
including zip code)
Registrant’s telephone number,
including area code: (804) 527-1970
(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
(see General Instruction A.2. below):
||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 8.01 Other Events.
On November 15, 2012, Star Scientific CEO
Jonnie R. Williams and several long term shareholders invested $20 million in the Company through the exercise of outstanding warrants.
Mr. Williams also announced that he would reduce his salary to $1 per month starting January 2013 until the Company becomes profitable.
As part of this investment, the holders
of previously issued warrants exercisable for 18,500,000 shares of Star Scientific, Inc.’s (the “Company”)
common stock, par value $0.0001 per share (“Common Stock”), with a weighted average exercise price of $2.71 per share
(the “Prior Warrants”), agreed with the Company to immediately exercise the Prior Warrants for cash in exchange for
a reduction of exercise price of the Prior Warrants to $1.00 per share. Mr. Williams also exercised 1,000,000 warrants previously
issued to him in a prior transaction at the full warrant exercise price of $1.50 per share for a personal investment of $1,500,000.
The gross proceeds from the exercise of
the Prior Warrants and Mr. Williams’ exercise of his warrants are $20 million. The exercise will result in the issuance of
19,500,000 shares of Common Stock and the cancellation of warrants exercisable for 19,500,000 shares of Common Stock.
The discussion in this Current Report includes
forward-looking statements within the meaning of federal securities regulations. These forward-looking statements are identified
by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “predict,” “project,”
“will,” “continue” and other similar terms and phrases, including references to assumptions and forecasts
of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties
and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking
statements are made. These risks include, but are not limited to the risks and uncertainties associated with the Company’s
business described in its filings with the U.S. Securities and Exchange Commission. Although the Company believes that the expectations
reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations
will be attained or that any deviation will not be material. All information is as of the date of this filing and the Company undertakes
no obligation to update any forward-looking statement to conform the statement to actual results or changes in expectations.
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.
|STAR SCIENTIFIC, INC.|
|Date: November 15, 2012|
/s/ Paul L. Perito
||Paul L. Perito|
||Chairman of the Board, President and Chief Operating Officer|