Attached files
| file | filename |
|---|---|
| EX-4.6 - SPECTRASCIENCE INC | v189012_ex4-6.htm |
| EX-4.5 - SPECTRASCIENCE INC | v189012_ex4-5.htm |
| EX-4.4 - SPECTRASCIENCE INC | v189012_ex4-4.htm |
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): June 18, 2010
SPECTRASCIENCE,
INC.
(Exact
name of registrant as specified in its charter)
|
Minnesota
(State
of other jurisdiction of incorporation)
|
000-13092
(Commission
File Number)
|
41-1448837
(I.R.S.
Employer Identification No.)
|
11568-11
Sorrento Valley Road, San Diego, CA 92121
(Address
of principal executive offices) (Zip
Code)
Registrant’s
telephone number, including area code: (858) 847-0200
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registration under any of the following
provisions (see General
Instruction A.2. below):
|
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
3.02. Unregistered Sales of Equity Securities.
On June
18, 2010, SpectraScience, Inc. (the “Company”) closed a private offering with
certain accredited investors pursuant to which the Company sold an aggregate of
315,323 units at a price of $10.00 per unit for aggregate gross proceeds of
$3,153,231. The units were sold between April 2010 and June 2010.
Each unit
consists of 50 shares of the Company’s Series C Preferred Stock (“Preferred
Stock”) and 25 warrants to purchase one share of the Company’s common stock at
an exercise price of $0.30 per share. The warrants have a term of five years.
Each share of Preferred Stock is convertible into one share of common stock,
subject to certain adjustment in the event of merger, stock splits, and other
customary events. Generally, the Preferred Stock may be converted at any time
into shares of common stock and shall automatically be converted into common
stock generally in the event that (i) the Company completes a Qualified Public
Offering (as defined below), or (ii) the underlying common stock may be sold
pursuant to an effective registration statement or otherwise may be sold
pursuant to exemption from registration and (iii) the average market price of
the common stock is at least $0.20 for a period of ten days prior to conversion
and certain volume conditions are met. The Company intends to prepare and file
with the Securities and Exchange Commission a registration statement covering
the resale of the shares of common stock issuable upon conversion of the
Preferred Stock and exercise of the warrants issued in the
offering.
A Qualified Public
Offering means the closing of the first underwritten public offering
pursuant to an effective registration statement filed under the Securities Act
of 1933 after April 10, 2010 covering the offering and sale of common stock for
the account of the Company on a firm commitment basis in which (i) the aggregate
gross proceeds to the Company arising from the sale of securities solely for
cash is at least $10,000,000 before deduction of underwriters’ commissions and
expenses and (ii) prior to or as a result of such offering, the common stock is
listed for trading on the New York Stock Exchange, the American Stock Exchange,
the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital
Market, or any other “exchange” recognized by rule of the SEC.
The
Company retained certain SEC registered broker/dealers and members of the
National Association of Securities Dealers as selling agents in connection with
the subscriptions in the private offering. Pursuant to the terms of the private
placement memorandum, the Company paid the selling agents cash commissions of
approximately $390,000 and an expense reimbursement of approximately $63,000,
and the Company has also agreed to issue selling agent warrants to purchase
1,576,616 shares of common stock at an exercise price of $0.35 per share. The
warrants to be issued to the various selling agents contain substantially the
same terms as the warrants issued to the investors in the private placement
offering.
The
securities referenced herein were issued in reliance upon the exemption from
securities registration afforded by the provisions of Section 4(2) of the
Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as
promulgated by the U.S. Securities and Exchange Commission under the Securities
Act, based upon the following: (a) each of the persons to whom the securities
were issued (each such person, an “Investor”) confirmed to the Company that it
or he is an “accredited investor,” as defined in Rule 501 of Regulation D
promulgated under the Securities Act and has such background, education and
experience in financial and business matters as to be able to evaluate the
merits and risks of an investment in the securities, (b) there was no public
offering or general solicitation with respect to the offering of such units, (c)
each Investor was provided with certain disclosure materials and all other
information requested with respect to the Company, (d) each Investor
acknowledged that all securities being acquired were being acquired for
investment intent and were “restricted securities” for purposes of the
Securities Act, and agreed to transfer such securities only in a transaction
registered under the Securities Act or exempt from registration under the
Securities Act and (e) a legend has been, or will be, placed on the certificates
representing each such security stating that it was restricted and could only be
transferred if subsequently registered under the Securities Act or transferred
in a transaction exempt from registration under the Securities Act.
The
foregoing description of the private offering is qualified in its entirety by
reference to the full text to the form of Subscription Agreement, the form of
warrant, and the Certificate of Designation of the Preferred Stock, each of
which is attached hereto as Exhibit 4.4, 4.5 and 4.6 respectively, and each of
which is incorporated herein in its entirety by reference.
Item
9.01. Financial Statements and Exhibits
|
(d)
|
Exhibits
|
|
4.4
|
Form
of Subscription Agreement.
|
|
4.5
|
Form
of Warrant.
|
|
4.6
|
Certificate
of Designation of Rights and Preferences of Series C Preferred Stock of
SpectraScience, Inc.
|
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.
| Dated: June 24, 2010 | SPECTRASCIENCE, INC. | ||
|
|
By:
|
/s/ James Hitchin | |
| James Hitchin | |||
| Its: |
Chief
Executive Officer
|
||
EXHIBIT INDEX
|
Exhibit
|
||
|
Number
|
Description
|
|
|
4.4
|
Form
of Subscription Agreement.
|
|
|
4.5
|
Form
of Warrant.
|
|
|
4.6
|
Certificate
of Designation of Rights and Preferences of Series C Preferred Stock of
SpectraScience, Inc.
|