Attached files
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| EX-99.1 - RADIENT PHARMACEUTICALS Corp | v207545_ex99-1.htm |
CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT
REPORTING REQUIREMENTS
FORM
8-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
Date of
Report (Date of Earliest Event Reported): January 3,
2011
Radient
Pharmaceuticals Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16695
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33-0413161
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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2492
Walnut Avenue, Suite 100, Tustin, California, 92780-7039
(Address
of principal executive offices (zip code))
714-505-4461
(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):
|
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
240.13d-4(c))
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Section
8: Other Events
Item
8.01: Other Events
As
described more fully in our 8-K filed on December 7, 2010, we submitted all
proposals contained in our Definitive Proxy Statement that our shareholders
approved at the December 3, 2010 shareholder meeting to the NYSE Amex for
approval. We are filing this 8-K to disclose that we received such
NYSE AMEX approval on the evening of January 3, 2010 to issue all of the shares
of common stock issuable pursuant to such proposals and therefore, we can now
issue same upon receipt of the related paperwork, i.e. conversion notices,
exercise notices, exchange notices and Rule 144 paperwork, from the respective
security holders. We shall issue instructions to our transfer agent
to issue the shares as soon as possible once we receive all such required
paperwork from each respective shareholder.
In
anticipation of the NYSE Amex approval, we have received exercise notices for
the warrants issued pursuant to the private financing we completed in March and
April 2010. Pursuant to the cashless exercise provisions of these
Warrants, in certain circumstances the amount of issuable shares may be greater
than the number of warrants initially issued. Based on the amount of
shares approved at the December 3, 2010 shareholder meeting, we have approval to
issue the number of shares initially issuable underlying the warrant and shall
issue shares pursuant to warrant exercises up to such
amount. However, if we receive exercise notices for an amount of
shares greater than such approved amount (the “Excess Shares”), then pursuant to
Section 8 of the Warrant we shall hold a shareholder meeting to seek shareholder
approval of the Excess Shares within the required time
frame. Notwithstanding our obligation to hold such shareholder
meeting, the warrant holders maintain the right to retract the warrant exercise
notice triggering the Excess Shares.
Item
7.01 Regulation FD Disclosure.
On
January 7, 2011, we issued a press release announcing the receipt of NYSE Amex
approval. A copy of the press release containing such
announcement is furnished herewith as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits
(c)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
Release dated January 7, 2011
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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.
RADIENT
PHARMACEUTICALS CORPORATION
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/s/
Akio Ariura
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Name:
Akio Ariura
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Title:
Chief
Financial Officer
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Dated:
January 6, 2011