Attached files
file | filename |
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EX-10.1 - RADIENT PHARMACEUTICALS Corp | v209458_ex10-1.htm |
EX-99.1 - RADIENT PHARMACEUTICALS Corp | v209458_ex99-1.htm |
EX-10.3 - RADIENT PHARMACEUTICALS Corp | v209458_ex10-3.htm |
EX-10.2 - RADIENT PHARMACEUTICALS Corp | v209458_ex10-2.htm |
EX-10.4 - RADIENT PHARMACEUTICALS Corp | v209458_ex10-4.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 30,
2011
Radient
Pharmaceuticals Corporation
(Exact
name of registrant as specified in its charter)
Delaware
|
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):
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
240.13d-4(c))
Item
1.02: Entry into a Material Definitive Agreement
We
entered into a securities purchase agreement with respect to private equity
financing of $7,500,000 on January 30, 2011 with 5 accredited
investors. Net proceeds from the financing shall be approximately
$6,730,000. We expect to receive funds and close the financing on or
about January 31, 2011 pursuant to the terms of the securities purchase
agreement and related transaction documents. Pursuant to the
securities purchase agreement, we will issue Convertible Promissory
Notes in the aggregate principal amount of $8,437,500 (the “Notes”), at a
purchase price of $888.88 for each $1,000 of principal amount of Notes, which
are initially convertible into an aggregate of 14,062,500 shares of our common
stock (“Note Shares”) and the Buyers will also receive: (i) Series A Warrants
(“Series A Warrants”) to purchase an aggregate of 14,062,500 shares of our
common stock (“Series A Warrant Shares”) at an initial exercise price
of $0.67 per share and (ii) Series B Warrants (“Series B Warrants,” together
with the Series A Warrant, the Warrants’) to purchase an aggregate of 7,031,250
shares of our common stock (the “Series B Warrant Shares,” together with the
Series A Warrant Shares, the “Warrant Shares”) at an initial exercise price of
$0.8175 per share. Each of the Warrants has a term of five
(5) years from the date the Warrants are initially exercisable. In
connection with the financing, our management and directors agreed not to sell
any of our securities owned by them, their affiliates or anyone they have
influence over, until the registration statement has been effective for thirty
days.
Pursuant
to the terms of the securities purchase agreement, we are required to have
a shareholder meeting no later than April 30, 2011 seeking shareholder approval
for (x) the issuance of all Note Shares and Warrant Shares without any
restrictions or limitations pursuant to the NYSE Amex and (y) an increase in our
authorized shares of common stock to 400,000,000 (“Shareholder
Approval”). Prior to obtaining Shareholder Approval we are required
to reserve that number of shares of our common stock which represents 100% of
the Notes Shares and the Series A Warrant Shares; after obtaining Shareholder
Approval, we are required to reserve that number of shares of our common stock
which represents 130% of the shares of common stock issuable upon conversion of
the Notes and exercise of the Warrants. Failure to obtain Shareholder Approval
by the required dates constitutes an event of default under the
Notes.
Pursuant
to the securities purchase agreement and Notes, for so long as any Notes or
Warrants remain outstanding, we cannot issue or sell any rights, warrants or
options to subscribe for or purchase shares of our common stock or directly or
indirectly convertible into or exchangeable or exercisable for shares of our
common stock at a price which varies or may vary with the market price of our
common stock, including by way of one or more reset(s) to any fixed price unless
the conversion, exchange or exercise price of any such security cannot be less
than the then applicable conversion price of the Notes or the then applicable
exercise price of the Warrants. For so long as any Notes or Warrants
are outstanding, unless or until we have received Shareholder Approval, we shall
not take any action if the effect of such action would be to cause the exercise
price of the Warrants or the conversion price of the Notes to be reduced or to
cause the number of Note Shares or Warrant Shares to be
increased. For so long as any Notes are outstanding, neither we nor
our subsidiaries shall incur any debt, other than trade payables incurred in the
ordinary course of business consistent with past practice, certain unsecured
indebtedness incurred by the Company that is made expressly subordinate to the
Notes, and in connection with certain scheduled transactions contemplated by our
subsidiaries.
The Notes
mature on December 1, 2011 and are convertible at any time at the Buyers’
option; however the Notes cannot be converted if such conversion would result in
a Buyer beneficially owning more than 4.99% of our outstanding common
stock. We are required to pay a certain portion of the Note
(“Installment Amount”) back on the first day of each month during the term of
the Note, beginning on March 1, 2011, and we have the option to pay the
Installment Amount in shares of our common stock, if certain conditions as set
forth in the Note are met, in cash or in any combination of shares of our common
stock and cash. The Installment Amount for each Note is equal to the
lesser of (A) the product of (i) $843,750 multiplied by (ii) a Buyer’s pro rata
portion of all of the Notes sold pursuant to the financing and (B) the
outstanding principal amount under such Buyer’s Note as of such payment
date. If we elect to pay any portion of the Installment Amount in
cash, we have to pay an amount in cash equal to 100% of the applicable
redemption amount; if we fail to do so, the Buyer has the right to require us to
convert all or any portion of such amount owed into shares of common stock at
the then current conversion price. If we elect to pay any portion of
the Installment Amount in shares of common stock, then we are required to issue
such number of shares of our common stock equal to the quotient of the formula
set forth in the Note. Upon the occurrence of an event of default
under the Note, a or a Change of Control – as that term is defined in the Note,
the Buyer has the right to force us to redeem all or any portion of such Buyer’s
Note in cash at a price equal to 125% of the greater of (x) the amount of the
Note sought to be redeemed and (y) the product of (A) the quotient of the amount
sought to be redeemed divided by the then current conversion price and (B) the
greatest closing sale price of our common stock on any trading day during the
period beginning on the date immediately preceding (y) in the event of an event
of default, such event of default, or (x) in the event of Change of Control, the
earlier to occur of (1) the consummation of the Change of Control and (2) the
public announcement of such Change of Control, and ending on the date the Buyer
delivers redemption notice.
The
Warrants are initially exercisable upon the earlier of: (i) the six month
anniversary after the closing of the financing, (ii) the date that our common
stock ceases to be listed or quoted on the NYSE Amex and (ii) the date that we
obtain Shareholder Approval. At any time following six months after the closing,
if the Company's stock price is at or above 200% of the initial exercise price
of a Warrant and certain other conditions are met, we can force the Buyers to
exercise up to 50% of the then unexercised portion of that
Warrant. The Warrants cannot be exercised if such exercise would
result in a Buyer beneficially owning more than 4.99% of our outstanding common
stock.
The
conversion price of the Notes and exercise price of the Warrants are each
subject to adjustment if we issue additional shares of our common stock or
securities convertible or exercisable into shares of our common stock at a price
below the conversion price or exercise price, respectively, as well as upon
subdivision or combination of our common stock and other events similar to the
aforementioned events. Upon any antidilution adjustment of the
exercise price of the Warrants, the number of Warrant Shares issuable upon
exercise of such Warrants will be proportionately increased. The
exercise price of the Warrants is also subject to further adjustment pursuant to
other specified events in the Warrant.
We also
entered into a Registration Rights Agreement with the Buyers pursuant to which
we are required to file the registration statement by February 9, 2011 providing
for the resale of 130% of the shares of common stock issuable upon conversion of
the Notes and exercise of the Warrants, although certain exceptions to the
amount required to be registered at any one time as a result of certain
securities laws are contained in the registration rights
agreement. We are also required to have the registration statement
declared effective within 60 days after the closing of this financing (or 90
days if there is a full review by the Securities and Exchange
Commission). We are also required to keep the registration effective
at all times until the earlier of (i) the date as of which the Buyers may sell
all of the Note Shares and Warrant Shares without restriction or limitation
pursuant to Rule 144 of the Securities Act of 1933, as amended and without the
requirement to be in compliance with Rule 144(c)(1) (or any successor thereto)
promulgated thereunder or (ii) the date on which the Buyers shall have sold all
of the Note Shares and Warrant Shares required to be registered under the
Registration Rights Agreement. If we fail to file the registration
statement by the required date, have it effective by the required date or
maintain the effectiveness as required, that we shall be required to pay to the
Buyers an amount in cash equal to 1.5% of the purchase price for the Note Shares
and Warrant Shares included in the applicable registration
statement. Such amount shall be due on the date of such failure and
every 30 days thereafter for which the failure is not cured and if the payments
are not made on time, they shall bear interest at the rate of 1.5% per
month.
Reedland
Capital Partners, an Institutional Division of Financial West Group, member
FINRA/SIPC, served as the placement agent and financial advisor in connection
with this financing. In connection with this financing, we paid cash
compensation to Reedland in the amount of $500,000 and issued them warrants to
purchase up to an aggregate of 839,552 shares of our common stock warrants at an
exercise price of $0.67 per share. Each of Reedland’s warrants are
exercisable for a period of 5 years.
The
private equity financing described herein was made pursuant to the exemption
from the registration provisions of the Securities Act of 1933, as amended,
provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D
promulgated thereunder. The securities issued have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
The
foregoing information has been disclosed herein as it is material to the private
equity financing and should not be construed as an offer to sell or solicitation
of an offer to buy our securities.
Item
7.01 Regulation FD Disclosure.
On
January 31, 2011, we issued a press release announcing the signing of the
securities purchase agreement. 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
Exhibit
No.
|
Description
|
10.1
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Form
of Securities Purchase Agreement
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10.2
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Form
of Note
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10.3
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Form
of Warrant
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10.4
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Registration
Rights Agreement
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99.1
|
Press
Release dated January 31, 2011
|
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
|
||
By:
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/s/ Akio Ariura | |
Name:
Akio Ariura
|
||
Title: Chief
Financial Officer
|
Dated: January
30, 2011