Attached files
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): January 13, 2010
______________________
ADAMIS PHARMACEUTICALS
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-26372
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82-0429727
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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2658
Del Mar Heights Rd., #555
Del
Mar, CA 92014
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (858) 401-3984
(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):
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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
240.13e-4(c))
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Item
1.01
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Entry
Into a Material Definitive
Agreement.
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Adamis
Pharmaceuticals Corporation (the “Company”) has completed the closing of a
private placement financing transaction (the “January 2010 Financing”) with a
small number of institutional investors led by Gemini Master Fund, Ltd.,
pursuant to a Securities Purchase Agreement (the “Agreement”). The
Company issued 10% Senior Secured Convertible Notes (the “Notes”) in the
aggregate principal amount of $1.5 million and 1,500,000 shares of common stock
of the Company, and received gross proceeds of $1.5 million, excluding
transaction costs and expenses.
Interest
on the Notes is payable at a rate of 10% per annum and is payable monthly on the
first business day of each month. Principal and any accrued and
unpaid interest is due and payable nine months after the date of the
Notes. The Notes are convertible into shares of the Company’s common
stock at any time at the discretion of the investor at an initial conversion
price per share of $0.20, subject to adjustment for stock splits, stock
dividends and other similar transactions and subject to the terms of the
Notes. The conversion price is also subject to price anti-dilution
adjustments providing that if the Company issues equity securities or securities
convertible into equity securities at an effective price per share below the
conversion price of the Notes (subject to certain exceptions), the conversion
price of the Notes will be adjusted downward to equal the price of the new
securities.
The
Company’s obligations under the Notes and the other transaction agreements are
guaranteed by the Company’s principal subsidiaries, including Adamis
Corporation, Adamis Laboratories, Inc. and Adamis Viral, Inc., and are secured
by a security interest in all of the assets of the Company and those
subsidiaries, pursuant to a Security Agreement.
The
transaction agreements include restrictions on the Company’s ability to engage
in certain kinds of transactions while the Notes are outstanding without the
consent of two-thirds in interest of the Investors, including incurring or
paying certain kinds of indebtedness, entering into certain kinds of financing
transactions at prices below $.20 per share, or encumbering the Company’s
assets. In
addition to the rights under the Security Agreement to foreclose on the
collateral in the event of a default, the transaction documents include a
variety of liquidated damages, penalties and default provisions upon events of
default by the Company, including without limitation an increase in the
principal amount and interest rate and a potential decrease in the conversion
price of the Notes, and in connection with certain other breaches of covenants
of the Company. If the shares underlying the Notes are not freely
tradeable under SEC Rule 144 after six months from the closing of the Note
transaction, the Company intends to file a registration statement covering the
resale of such shares.
In
connection with the transaction, the Company’s officers entered into lockup
agreements restricting sales of Company securities owned by them for as long as
any Notes are outstanding, subject to certain limited
exceptions. The
Company will pay cash compensation and issue common stock purchase warrants to
Shoreline Pacific, LLC and Burrill LLC pursuant to placement agent agreements
between the Company and those firms.
1
The
foregoing description of the transaction is qualified in its entirety by the
actual transaction agreements that are filed as exhibits to this Report, which
are incorporated by reference herein.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information provided in response to Item 1.01 of this report is incorporated by
reference into this Item 2.03.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information provided in response to Item 1.01 of this report is incorporated by
reference into this Item 3.02. The investors in the January 2010
Financing were accredited investors as such term is defined in Rule 501 of the
Securities Act. The securities were issued in a private placement
under Section 4(2) of the Securities Act and/or Rule 506 of Regulation D under
the Securities Act. Each investor represented that it is an
accredited investor, as defined in Rule 501 of Regulation D, and that it was
acquiring the securities for its own account, not as nominee or agent, and not
with a view to the resale or distribution of any part thereof in violation of
the 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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Exhibit
Number
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Description
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2
SIGNATURES
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.
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ADAMIS
PHARMACEUTICALS CORPORATION
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Dated:
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January
14, 2010
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By:
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/s/
Robert O. Hopkins
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Name:
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Robert
O. Hopkins
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Title:
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Chief
Financial Officer
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