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):  November 12, 2014


GelTech Solutions, Inc.

(Exact name of registrant as specified in its charter)


Delaware

000-52993

56-2600575

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)


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 3.02    Unregistered Sales of Equity Securities.


On January 29, 2015, GelTech Solutions, Inc. (the “Company”) sold 652,174 shares of common stock and 326,087 two-year warrants (exercisable at $2.00 per share) for $150,000 to Mr. Michael Reger, the Company’s President and largest shareholder. Also, on November 12, 2014, the Company sold 2,241,654 shares of common stock and 1,120,827 two-year warrants (exercisable at $2.00 per share) for $705,000 to an accredited investor. The warrants issued to this investor included a 4.99% blocker. All of the securities were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The investors are accredited investors and there was no general solicitation.

 










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.


 

GELTECH SOLUTIONS, INC.

 

 

 

 

 

February 2, 2015

By:  

/s/ Michael Hull

 

         

 

Michael Hull, Chief Financial Officer