Attached files
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EX-5.1 - EXHIBIT 5.1 - TearLab Corp | ex5_1.htm |
EX-99.5 - EXHIBIT 99.5 - TearLab Corp | ex99_5.htm |
EX-99.3 - EXHIBIT 99.3 - TearLab Corp | ex99_3.htm |
EX-99.1 - EXHIBIT 99.1 - TearLab Corp | ex99_1.htm |
EX-99.4 - EXHIBIT 99.4 - TearLab Corp | ex99_4.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)
March
14, 2010
OCCULOGIX,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-51030
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59-343-4771
|
||
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
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11025
Roselle Street, Suite 100
San
Diego, CA 92121
(Address
of principal executive offices, including zip code)
(858)
455-6006
(Registrant’s
telephone number, including area code)
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):
¨ 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))
On March 14, 2010, OccuLogix, Inc. (the
“Company”)
entered into a placement agency agreement (the “Placement Agreement”)
with Rodman & Renshaw, LLC (“Rodman”), pursuant to
which Rodman agreed to act as the Company’s exclusive placement agent and
to use its reasonable best efforts to arrange for the sale of shares of the
Company’s common stock and warrants to purchase an additional shares of common
stock in a registered direct public offering (the “Financing”). Assuming
the sale of all of the shares of common stock and warrants in the offering, at
the closing of the Financing the Company will pay Rodman a fee equal to
approximately $350,000 or 7% of the gross proceeds from the Financing (the
“Fee”). In
addition, the Company will reimburse Rodman for expenses in an amount equal to
1% of the gross proceeds, not to exceed $50,000.
The securities will be issued pursuant
to a securities purchase agreement (the “Purchase Agreement”),
by and between the Company and certain investors, pursuant to which the Company
agreed to sell an aggregate of 1,552,795 shares of its common stock and
warrants to purchase an additional 621,118 shares of common stock to such
investors. The purchase price per unit, consisting of one share of
common stock and a warrant to purchase 0.4 shares of common stock is
$3.22. Pursuant to the Purchase Agreement, the Company will issue
common stock purchase warrants (the “Warrants”) to the
investors. The Warrants to purchase common stock have an exercise
price of $4.00 per share and will be exercisable in accordance with their terms
at any time commencing on the six-month anniversary of the closing date of the
Financing and ending at on the 18-month anniversary of the closing of the
Financing. The net proceeds to the Company from the Financing after
deducting placement agent fees and estimated offering expenses, and excluding
the proceeds, if any, from the exercise of the Warrants, are expected to be
approximately $4.55 million. The transaction is expected to close on
March 18, 2010, subject to satisfaction of customary closing
conditions.
The foregoing summary descriptions of
the material terms of the Placement Agreement, Purchase Agreement and Warrants
are qualified in their entirety by reference to such documents which are
Exhibits 99.1, 99.2 and 4.1, respectively, and which are incorporated herein by
reference.
The related opinion of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, is filed as Exhibit 5.1
hereto.
The common stock, Warrants and common
stock issuable upon the exercise of the Warrants will be issued pursuant to a
prospectus supplement dated March 14, 2010 (the “Prospectus
Supplement”) to be filed with the Securities and Exchange Commission on
or prior to March 16, 2010, together with related base prospectuses, in
connection with a takedown from the Company’s shelf registration statement on
Form S-3/A (Registration No. 333-157269), which the Securities and Exchange
Commission declared effective on July 20, 2009.
On March 15, 2010, the Company issued a
press release announcing the Financing. A copy of the press release
is filed as Exhibit 99.3 hereto.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
14, 2010, the Board of Directors (the “Board”), of the
Company appointed Paul Karpecki, O.D. to serve as a director on the
Board. His term will expire at the 2010 annual meeting. In
addition, Dr. Karpecki has also agreed to serve on the Audit Committee,
Compensation Committee and the Corporate Governance and Nominating Committees of
the Board.
In
connection with his appointment to the Board, Dr. Karpecki will receive an
option to purchase 15,000 shares of the Company’s common stock under the
Company’s 2002 Stock Option Plan, as amended in 2008 (the “Plan”), at an
exercise price equal to the greater of (1) the market price of the underlying
shares on the date of grant, as determined pursuant to the TSX rules, and (2)
the “Fair Market Value” of the underlying shares on the date of grant,
calculated in accordance with the provisions of the Plan.
Item
8.01. Other Events.
Certain
updates to the Company’s quarterly report on Form 10-Q, filed November 13, 2009,
for the period ending September 30, 2009, are filed on the disclosure schedule,
as Exhibit 99.4 hereto.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
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Description
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4.1
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Form
of Warrant (incorporated by reference from Annex A to the free writing
prospectus of the Company filed with the SEC on the date
hereof).
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5.1
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Legal
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
dated as of March 14, 2010.
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99.1
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Placement
Agent Agreement, dated as of March 14, 2010, by and between the Company
and Rodman & Renshaw, LLC.
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99.2
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Purchase
Agreement (incorporated by reference from Annex A to the free writing
prospectus of the Company filed with the SEC on the date
hereof).
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99.3
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Press
Release of the Company dated March 15, 2010.
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99.4
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Disclosure
Schedule of the Company.
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99.5
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Distribution
Agreement, dated as of August 20, 2009, by and between the Company and
Science with Vision, a Canadian
corporation.
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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.
OCCULOGIX,
INC.
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By:
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/s/
William G. Dumencu
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William
G. Dumencu
Chief
Financial Officer
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Date: March 15, 2010