Attached files
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| EX-10.1 - EXHIBIT 10.1 - SYMBOLLON CORP | ex10_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
December
24, 2009
SYMBOLLON
PHARMACEUTICALS, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-22872
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36-3463683
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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99 West Street, Suite J,
Medfield, Massachusetts 02052
(Address
of principal executive offices) (Zip Code)
(508)
242-7500
(Registrant's
telephone number, including area code)
Not
Applicable
(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 Instructions A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13-4(c))
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Item
1.01
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Entry into a Material
Definitive Agreement.
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Item
3.02
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Unregistered Sales of
Equity Securities.
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On
December 24, 2009, pursuant to a Stock Purchase Agreement entered into on that
date, Symbollon sold 1,250,000 shares of Class A common stock for $25,000 in the
initial closing of a private placement exclusively to accredited
investors. Under the Stock Purchase Agreement, Symbollon agreed to
sell an additional 3,750,000 shares of Class A common stock for $75,000 on or
before January 12, 2010. Pursuant to the Stock Purchase Agreement, we
are obligated to file a resale registration statement for the purchasers
covering the shares purchased.
The
securities were offered and sold in reliance upon the exemption from
registration pursuant to Section 4(2) under the Securities Act of 1933, as
amended (the “Securities Act”) and Rule 506 promulgated
thereunder. Our reliance on the exemption was based, in part, on each
purchaser’s representation that it is an accredited investor (as defined by Rule
501 under the Securities Act).
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Item
9.01.
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Financial Statements
and Exhibits
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(d)
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Exhibits.
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10.1
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Stock
Purchase Agreement, dated as of December 24, 2009, between Symbollon and
certain purchasers of Symbollon’s
securities.
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SIGNATURE
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.
December
30, 2009
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SYMBOLLON
PHARMACEUTICALS, INC.
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By: /s/ Paul C.
Desjourdy
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Paul C. Desjourdy
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President, Chief Executive Officer and Chief Financial
Officer
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1
INDEX TO
EXHIBITS
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Exhibit No.
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Description
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Page No.
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Stock
Purchase Agreement, dated as of December 24, 2009, between Symbollon and
certain purchasers of Symbollon’s securities.
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i