Attached files
| file | filename |
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| EX-4.1 - EX-4.1 - SYNERGY PHARMACEUTICALS, INC. | a11-7692_1ex4d1.htm |
| EX-10.1 - EX-10.1 - SYNERGY PHARMACEUTICALS, INC. | a11-7692_1ex10d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 4, 2011
Synergy Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Florida |
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333-131722 |
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20-3823853 |
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(State or other jurisdiction |
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(Commission |
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IRS Employer |
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of incorporation or organization) |
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File Number) |
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Identification No.) |
420 Lexington Avenue, Suite 1609
New York, NY 10170
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 297-0020
(Former name or former address, if changed since last report)
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:
o Written communication 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 1.01 Entry into a Material Definitive Agreement
On March 4, 2011, Synergy Pharmaceuticals, Inc., a Florida corporation (the “Company”), closed a financing with a non-U.S. investor which raised gross proceeds of $1,800,000 in a registered direct offering. The Company issued to the investor 600,000 shares of its common stock and warrants to purchase 420,000 shares of common stock. The purchase price paid by the investor was $3.00 for each unit. The warrants expire after seven years and are exercisable at $3.10 per share. Proceeds from the transaction will be used for general corporate purposes.
The offering was made pursuant to a shelf registration statement on Form S-3 (SEC File No. 333-163316, the base prospectus effective December 10, 2009), as supplemented by a prospectus supplement filed with the Securities and Exchange Commission on February 14, 2011.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
4.1 Form of Warrant
10.1 Form of Securities Purchase Agreement.
SIGNATURE
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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Dated: |
March 10, 2011 |
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SYNERGY PHARMACEUTICALS, INC. | ||
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By: |
/s/ Gary S. Jacob | |
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Gary S. Jacob, Ph.D. | |
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President and Chief Executive Officer | |