Attached files
| file | filename |
|---|---|
| EX-10.2 - RADIENT PHARMACEUTICALS Corp | v208788_ex10-2.htm |
| EX-10.1 - RADIENT PHARMACEUTICALS Corp | v208788_ex10-1.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 21,
2011
Radient
Pharmaceuticals Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
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001-16695
|
33-0413161
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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):
|
¨
|
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))
|
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¨
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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
On
June 11, 2010, Hudson Bay Fund, LP and Hudson Bay Master Fund Ltd.
(formerly Hudson Bay Overseas Fund, Ltd.) (collectively, “Hudson Bay
Entities”) filed a complaint against us regarding the Convertible Promissory
Notes we issued to them pursuant to that certain Note and Warrant Purchase
Agreement dated April 8, 2010. On January 21, 2011, the Hudson Bay
Entities agreed to exchange their respective notes for an aggregate of 1,140,357
shares of our common stock pursuant to Section 3(a)(9) of the
Securities Act of 1933, as amended. As a result of the exchange, such
notes are no longer outstanding, and we and the Hudson Bay Entities accordingly
agreed to execute and file an order dismissing the June 11, 2010 complaint, with
prejudice. The dismissal order will be filed on or prior to January
25, 2011 and the complaint will be so dismissed.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
|
Exhibit
No.
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Description
|
|
10.1
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Form
of Exchange Agreement with Hudson Bay Fund, LP
|
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10.2
|
Form
of Exchange Agreement with Hudson Bay Master Fund Ltd.
(formerly Hudson Bay Overseas Fund,
Ltd.)
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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
|
||
| /s/ Akio Aruira | ||
|
Name: Akio
Aruira
|
||
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Title: Chief
Financial Officer
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||
Dated:
January 23, 2011