Attached files
| file | filename |
|---|---|
| EX-5.1 - OPINION OF WYRICK ROBBINS YATES & PONTON, LLP. - Chelsea Therapeutics International, Ltd. | d275582dex51.htm |
| EX-10.16 - AMENDMENT NO. 2 - Chelsea Therapeutics International, Ltd. | d275582dex1016.htm |
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): December 28, 2011
CHELSEA THERAPEUTICS INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51462 | 20-3174202 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer ID Number) | ||
| 3530 Toringdon Way, Suite 200, Charlotte, North Carolina | 28277 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (704) 341-1516
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
As previously announced, on July 26, 2011, we entered into an amendment to our existing controlled equity offering sales agreement with Cantor Fitzgerald & Co., or Cantor, pursuant to which we could issue and sell up to 3,291,666 shares of our common stock from time to time through Cantor acting as agent and/or principal. On December 28, 2011, we entered into another amendment to the equity offering sales agreement to terminate the restriction that limited sales of our common stock to a purchase price of not less than $6.00 and to change the maximum amount of our common stock available for sale pursuant to the controlled equity offering sales agreement to a number of shares with an aggregate offering price of $19,750,000. No other terms of the equity offering sales agreement were amended.
The foregoing description of the amendment to the sales agreement is qualified in its entirety by reference to the full text of such amendment, a copy of which is filed herewith as Exhibit 10.16 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the amendment to the sales agreement into our shelf registration statement on Form S-3 (File No. 333-171628) previously filed with the SEC.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 5.1 | Opinion of Wyrick Robbins Yates & Ponton, LLP. | |
| 10.16 | Amendment No. 2, dated December 28, 2011, to Sales Agreement, dated July 2, 2010, as amended July 26, 2011, between Chelsea Therapeutics International, Ltd. and Cantor Fitzgerald & Co. | |
| 23.1 | Consent of Wyrick Robbins Yates & Ponton, LLP (included in Exhibit 5.1). | |
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.
| CHELSEA THERAPEUTICS INTERNATIONAL, LTD. | ||
| Date: December 29, 2011 | /s/ J. Nick Riehle | |
| J. Nick Riehle, Chief Financial Officer | ||