Attached files
file | filename |
---|---|
EX-10.1 - PROLOR Biotech, Inc. | v177716_ex10-1.htm |
EX-10.2 - PROLOR Biotech, Inc. | v177716_ex10-2.htm |
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 and Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 11,
2010
PROLOR
BIOTECH, INC.
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
Nevada
|
000-52691
|
20-0854033
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
3
Sapir Street
Weizmann
Science Park
Nes-Ziona,
Israel 74140
|
(Address
of Principal Executive Office)
|
Registrant’s
telephone number, including area code (866)
644-7811
|
(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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 Entry
Into a Material Definitive Agreement.
Item
3.02 Unregistered
Sales of Equity Securities.
On March
11, 2010 and March 17, 2010, PROLOR Biotech, Inc., a Nevada corporation (the
“Company”),
entered into each of two substantially identical securities purchase agreements
(the “Purchase
Agreements”) with certain private investors (the “Investors”), pursuant
to which the Investors agreed to purchase an aggregate of 10,382,975 shares (the
“Shares”) of
the Company’s common stock, par value $0.00001 per share, at a purchase price of
$2.35 per share.
On March
17, 2010 (the “Closing
Date”), the Company closed on the issuance of the Shares for aggregate
consideration of approximately $24.4 million. The Company issued the
Shares in reliance upon the exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended (the “Securities Act”), and
Rule 506 of Regulation D promulgated thereunder. Each Investor
represented to the Company that such person was an “accredited investor” as
defined in Rule 501(a) under the Securities Act and that such Investor’s Shares
were being acquired for investment purposes.
The
Shares have not been registered under the Securities Act and are “restricted
securities” as that term is defined by Rule 144 under the Securities
Act. The Company has not undertaken to register the Shares, and no
registration rights have been granted to the Investors in respect of the
Shares. Additionally, each Investor entered into a lockup agreement
(each a “Lockup
Agreement”) in respect of the Shares, pursuant to which such Investor may
not sell or otherwise transfer such shares for a period of one-year following
the Closing Date.
The
foregoing description of the Purchase Agreements and Lockup Agreement is only a
summary and is qualified in its entirety by reference to the full text of the
form of Purchase Agreement and the form of Lockup Agreement, which are filed as
Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K,
and each of which is incorporated herein by reference.
ITEM
9.01. Financial
Statements and Exhibits.
|
(d)
|
Exhibits.
|
Exhibit
Number
|
Description
|
|
10.1
|
Form
of Securities Purchase Agreement.
|
|
10.2
|
Form
of Lockup Agreement.
|
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.
PROLOR
BIOTECH, INC.
|
|||
Date: March 17, 2010 |
By:
|
/s/ Shai Novik | |
Shai
Novik
|
|||
President | |||
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
10.1
|
Form
of Securities Purchase Agreement.
|
|
10.2
|
Form
of Lockup Agreement.
|