Attached files
| file | filename |
|---|---|
| EX-99.1 - BOVIE PRESS RELEASE - Apyx Medical Corp | pressrelease.htm |
| EX-10.3 - FORM OF WARRANT RE SECURITIES PURCHASE AGREEMENT - Apyx Medical Corp | boviemedicalwarrant.htm |
| EX-10.4 - FORM OF WARRANT RE PLACEMENT AGREEMENT - Apyx Medical Corp | bovieplacementwarrant.htm |
| EX-10.1 - EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT - Apyx Medical Corp | securitiespurchaseagmt.htm |
| EX-10.2 - EXHIBIT 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT - Apyx Medical Corp | registrationrightsagreement.htm |
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
DC 20549
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FORM
8-K
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CURRENT
REPORT PURSUANT
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TO
SECTION 13 OR 15(D) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported):
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April
18, 2010
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BOVIE
MEDICAL CORPORATION
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation or
Organization)
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012183
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11-2644611
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(Commission
File Number)
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(IRS
Employer Identification No.)
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734 Walt Whitman Road, Melville, New York
11747
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(Address
of Principal Executive Offices, Including Zip
Code)
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(631)
421-5452
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(Registrant’s
Telephone Number, Including Area Code)
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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
(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 Entry
into a Material Definitive Agreement
On April
18, 2010, Bovie Medical Corporation (the “Company”) entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with purchasers named therein
(“Buyers”) to raise in the aggregate approximately $3 million in a private
placement of Common Stock and warrants pursuant to Section 4(2) of the
Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Upon closing of the transaction, the Company will enter into a Registration
Rights Agreement with the Buyers and issue to the Buyers an aggregate of 571,429
shares of Common Stock (“Common Shares”) at a per share price of $5.25 and
warrants (the “Warrants”) to acquire additional shares of Common Stock of up to
fifty (50%) percent of the Common Shares acquired by each respective Buyer at an
exercise price of $6.00 per share (the “Exercise Price”).
The Warrants are immediately
exercisable and will terminate on the fifth (5th)
anniversary of the issuance date. The Exercise Price of the Warrants
will be subject to adjustment so that, among other things, if the Company issues
any shares of Common Stock (including options and warrants, with standard
exceptions), at a price that is lower than the Exercise Price then in effect,
the Exercise Price then in effect will be reduced to such lower
price.
In
connection with the private placement, the Company paid certain cash fees and
issued a warrant to the placement agent, Rodman & Renshaw, LLC, for the
purchase of 42,857 shares of Common Stock at an exercise price of $6.00 per
share for its activity engaged on behalf of the Company. In addition,
the Company paid certain cash fees and issued a warrant to Gilford Securities
Incorporated for the purchase of 10,000 shares of Common Stock at an exercise
price of $6.00 per share for its activity engaged on behalf of the
Company.
Pursuant
to the Registration Rights Agreement, the Company is required to file a
registration statement on Form S-3 to cover the resale of the Common Shares and
shares of Common Stock issuable upon exercise of the Warrants. The
failure on the part of the Company to satisfy certain deadlines described in the
Registration Rights Agreement may subject the Company to payment of certain
monetary penalties. In addition, pursuant to the terms of the Purchase
Agreement, the Company agreed, among other things, not to enter into any
financing transactions for the issuance of securities of the Company until the
date immediately following the sixty (60) Trading Day (as defined in the
Warrants) anniversary of the effectiveness of the registration statement the
Company will file for the benefit of the Buyers.
Copies of
the Purchase Agreement, form of Registration Rights Agreement, form Warrant to
be issued to the Buyers, and form Warrant to be issued to Rodman & Renshaw,
LLC and Gilford Securities, Inc. are filed as exhibits to this report and are
incorporated in this report by reference.
On April
19, 2010, the Company issued a press release announcing the execution of
definitive agreements for the transaction. A copy of this press
release is filed as an exhibit to this report and is incorporated in this report
by reference.
1
Item
3.02 Unregistered
Sales of Equity Securities
The
information set forth in Item 1.01 of this report on Form 8-K is hereby
incorporated by reference into this Item 3.02 in its entirety.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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10.1
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Securities
Purchase Agreement, dated April 18, 2010, by and among Bovie Medical
Corporation and the investors listed on the Schedule of Buyers attached
thereto.
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10.2
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Form
of Registration Rights Agreement by and among Bovie Medical Corporation
and the investors listed on the signature pages
thereto.
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10.3
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Form
of Warrant to be issued to the Buyers under the Securities Purchase
Agreement.
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10.4
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Form
of Warrant to be issued to Rodman & Renshaw, LLC and Gilford
Securities Inc.
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99.1 Press
release dated April 19, 2010.
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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BOVIE
MEDICAL CORPORATION
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Date:
April 19, 2010
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/s/
Andrew Makrides
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Name:
Andrew Makrides
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Title: President
and
Chairman of the
Board
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