Attached files
UNITED STATES
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): March 30, 2011
ADAMIS PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-26372
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82-0429727
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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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2658 Del Mar Heights Rd., #555
Del Mar, CA
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92014 | |||||
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(Zip Code)
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Registrant’s telephone number, including area code: (858) 401-3984
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry Into a Material Definitive Agreement.
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Amendment of Gemini Notes
As previously disclosed on its Current Report on Form 8-K filed January 15, 2010, Adamis Pharmaceuticals Corporation (the “Company”) entered into a private placement financing transaction with a small number of institutional investors led by Gemini Master Fund, Ltd. Under the financing, the Company issued 10% Senior Secured Convertible Notes (the “Notes”) in the aggregate original principal amount of $1.5 million with a maturity date of October 11, 2010, and 1,500,000 shares of common stock of the Company. The Notes are convertible into shares of the Company’s common stock at any time at the discretion of the investor at an initial conversion price per share of $0.20. Certain of these investors have elected to convert some or all of their Notes into common stock. The Company and each of the investors previously agreed to amend the Notes to extend the original maturity date of the Notes to March 31, 2011.
Effective March 30, 2011, the Company and each of the investors that holds an outstanding Note entered into an amendment to the Notes pursuant to which the maturity date of the investor’s Note was extended to June 30, 2011. As of the date of this Report on Form 8-K, the remaining unconverted outstanding principal balance of the Notes was approximately $663,000. Interest will continue to accrue and be paid on the outstanding Notes. No other changes were made to the Notes or agreements relating to the Notes, and all other provisions of the Notes and other agreements continue in full force and effect.
Amendment of G-Max Note
In addition, as previously disclosed on a Current Report on Form 8-K filed January 4, 2010, on December 29, 2009, the Company issued a Convertible Promissory Note (the “G-Max Note”) in the principal amount of $500,000 to The G-Max Trust (the “Trust”) in connection with a private placement transaction with the Trust. Under the terms of the original G-Max Note, as previously amended, all unpaid principal and interest on the G-Max Note was due and payable on March 31, 2011.
Effective March 30, 2011, the Trust and the Company agreed to amend the G-Max Note in order to extend the maturity date of the G-Max Note to June 30, 2011.
Item 9.01 Financial Statements and Exhibits.
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(c)
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Exhibits.
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10.1
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Form of Amendment to 10% Senior Secured Convertible Notes.
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10.2
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Amendment to G-Max Convertible Promissory Note.
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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.
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ADAMIS PHARMACEUTICALS CORPORATION
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Dated:
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April 1, 2011
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By:
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/s/ Robert O. Hopkins
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Name:
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Robert O. Hopkins
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Title:
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Chief Financial Officer
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