Attached files
| file | filename |
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| EX-99.1 - SEELOS THERAPEUTICS, INC. | v175706_ex99-1.htm |
| EX-23.1 - SEELOS THERAPEUTICS, INC. | v175706_ex23-1.htm |
| EX-99.3 - SEELOS THERAPEUTICS, INC. | v175706_ex99-3.htm |
| EX-99.2 - SEELOS THERAPEUTICS, INC. | v175706_ex99-2.htm |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K/A
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CURRENT
REPORT
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Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported): March 1, 2010 (December 14,
2009)
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NexMed,
Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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0-22245
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87-0449967
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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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6330
Nancy Ridge Drive, Suite 103, San Diego, California
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92121
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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)
450-0048
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(Former
name or former address, if changed since last report.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c))
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Explanatory
Note
On
December 17, 2009, NexMed, Inc. (the “Company”) filed a Current Report on Form
8-K reporting the acquisition by merger on December 14, 2009 of Bio-Quant, Inc.
(“Bio-Quant”). The purpose of this Amendment No. 1 to Form 8-K is to provide the
financial statements required pursuant to Item 9.01 of this
Form.
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Item
9.01.
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Financial
Statements and Exhibits.
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(a)
Financial Statements of Business Acquired
The
Bio-Quant Restated Audited Financial Statements for Fiscal Years Ended
December 31, 2008 and 2007 are filed as Exhibit 99.1 hereto and are hereby
incorporated by reference herein.
The
Bio-Quant Unaudited Financial Statements for Nine Months Ended September 30,
2009 are filed as Exhibit 99.2 hereto and are hereby incorporated by reference
herein.
(b)
Pro Forma Financial Information
The
following unaudited pro forma financial statements (and accompanying notes) are
furnished as Exhibit 99.3:
Unaudited
pro forma condensed combined balance sheet as of September 30,
2009;
Unaudited
pro forma condensed combined statement of operations for the nine months ended
September 30, 2009;
Unaudited
pro forma condensed combined statement of operations for the year ended December
31, 2008; and
Notes to
unaudited pro forma condensed combined financial statements.
(c)
Exhibits
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23.1
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Consent
of Gruber & Company LLC
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99.1
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Audited
Financial Statements of Bio-Quant for the years ended December 31, 2008
and 2007 and accompanying notes.
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99.2
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Unaudited
Financial Statements of Bio-Quant for the nine months ended September 30,
2009.
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99.3
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Unaudited
Pro Forma Condensed Combined Consolidated Balance Sheet as of September
30, 2009.
Unaudited
Pro Forma Condensed Combined Consolidated Statement of Operations for the
nine months ended September 30, 2009.
Unaudited
Pro Forma Condensed Combined Consolidated Statement of Operations for the
year ended December 31, 2008.
Notes
to Unaudited Pro Forma Condensed Combined Financial
Statements.
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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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NEXMED,
INC.
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By:
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/s/
Mark Westgate
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Name:
Mark Westgate
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Title:
Vice President and Chief Financial Officer
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Date:
March 1, 2010
3
Index
to Exhibits
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Exhibit
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Description
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23.1
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Consent
of Gruber & Company LLC
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99.1
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Audited
Financial Statements of Bio-Quant for the years ended December 31, 2008
and 2007 and accompanying notes.
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99.2
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Unaudited
Financial Statements of Bio-Quant for the nine months ended September 30,
2009.
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99.3
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Unaudited
Pro Forma Condensed Combined Consolidated Balance Sheet as of September
30, 2009.
Unaudited
Pro Forma Condensed Combined Consolidated Statement of Operations for the
nine months ended September 30, 2009.
Unaudited
Pro Forma Condensed Combined Consolidated Statement of Operations for the
year ended December 31, 2008.
Notes
to Unaudited Pro Forma Condensed Combined Financial
Statements.
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4