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: November 8, 2011
(Date of earliest event reported: November 3, 2011)
CELLCEUTIX CORPORATION
|
Nevada
|
30-0565645
|
|
|
(State or Other Jurisdiction of
|
(I.R.S. Employer
|
|
|
Incorporation or Organization)
|
Identification Number)
|
100 Cumming Center, Suite 151-B
Beverly, MA 01915
(Address of principal executive offices and zip code)
(978)-633-3623
(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 240.13e-4(c))
|
Item 3.02 Unregistered Sales of Equity Securities
On November 3, 2011, in connection with an offering by the Company of a maximum of up to 2,500,000 shares at $0.40 per share (the “Offering”), a "Subscriber" Huang Min Chung, subscribed for 832,500 shares of the Company's Class A common stock upon payment of $333,000. Subscriber is also entitled to one Stock Purchase Warrant exercisable at $1.00 for each share of Common Stock subscribed. In connection with the issuance of these shares, we relied upon the exemption from the registration provisions of the Act contained in Section 4(2) thereof
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.
Date: November 8, 2011
|
CELLCEUTIX CORPORATION
|
||||
|
By:
|
/s/ Leo Ehrlich
|
|||
|
Chief Executive Officer
|
||||