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): October 28, 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 October 28, 2011, Synergy Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with an investor for the sale of 235,294 units (the “Units”) of the Company in a registered direct offering (the “Offering”), each unit consisting of one share of common stock and one warrant to purchase 0.5 shares of common stock (the “Warrant”). The net proceeds to the Company from the sale of the Units was $500,000. The purchase price paid by the investors was $2.125 per Unit. The Warrants expire after five years and are exercisable at $2.75 per share. The above description of the SPA and Warrant is qualified in its entirety by reference to the form of SPA and Warrant, which is filed as Exhibit 10.1 and 4.1, respectively, hereto and is incorporated herein by reference.
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 October 28, 2011.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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4.1 |
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Form of Warrant (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 14, 2011). |
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10.1 |
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Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 14, 2011). |
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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.
Dated: November 2, 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 |