Attached files

file filename
EX-5.1 - EXHIBIT 5.1 - Chelsea Therapeutics International, Ltd.v328937_ex5-1.htm
EX-10.20 - EXHIBIT 10.20 - Chelsea Therapeutics International, Ltd.v328937_ex10-20.htm





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 reported): November 26, 2012


  (Exact name of registrant as specified in its charter)  


Delaware 000-51462 20-3174202
(State or other jurisdiction of incorporation) (Commission File
(IRS Employer ID Number)


3530 Toringdon Way, Suite 200, Charlotte, North Carolina 28277
(Address of principal executive offices) (Zip Code)             


Registrant’s telephone number, including area code    (704) 341-1516


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.


On November 26, 2012, we entered into an amendment to our existing Controlled Equity OfferingSM sales agreement with Cantor Fitzgerald & Co., or Cantor, pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $20,000,000 from time to time through Cantor acting as agent and/or principal. Sales through Cantor, if any, will be made on The NASDAQ Capital Market by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by Cantor and us. Cantor will use its commercially reasonable efforts to sell our common stock from time to time based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay Cantor a commission rate ranging between 3.0% and 5.0% of the gross sales price per share of any common stock sold through Cantor as agent under the sales agreement. We also agreed to reimburse Cantor for certain specified expenses and have provided Cantor with customary indemnification rights.


The foregoing description of the amendment to the sales agreement is not complete and is qualified in its entirety by reference to the full text of such amendment, a copy of which is filed herewith as Exhibit 10.20 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the amendment to the sales agreement into our shelf registration statement on Form S-3 (File No. 333-179183) previously filed with the Securities and Exchange Commission.


Item 9.01. Financial Statements and Exhibits.




Exhibit No.   Description
5.1   Opinion of Wyrick Robbins Yates & Ponton, LLP.
10.20   Amendment No. 3, dated November 26, 2012, to Sales Agreement, dated July 2, 2010, between Chelsea Therapeutics International, Ltd. and Cantor Fitzgerald & Co, as amended on July 26, 2011 and December 28, 2011.
23.1   Consent of Wyrick Robbins Yates & Ponton, LLP (included in Exhibit 5.1).






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.


Date:  November 26, 2012 /s/ J. Nick Riehle
  J. Nick Riehle, Chief Financial Officer