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EX-4.2 - FORM OF WARRANT - Midatech Pharma US Inc.d331222dex42.htm
EX-4.1 - CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS - Midatech Pharma US Inc.d331222dex41.htm
EX-10.2 - PLACEMENT AGENT AGREEMENT, DATED APRIL 6, 2012 - Midatech Pharma US Inc.d331222dex102.htm
EX-10.1 - SECURITIES PURCHASE AGREEMENT - Midatech Pharma US Inc.d331222dex101.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): April 6, 2012

 

 

DARA BioSciences, Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   0-19410   04-3216862

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(IRS Employer

Identification Number)

8601 Six Forks Road, Suite 160,

Raleigh, North Carolina

  27615
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 919-872-5578

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.

On April 6, 2012, DARA BioSciences, Inc. (the “Company”) priced a public offering of up to 15,000 units at a price of $1,000 per unit to the public with each unit consisting of (1) one share of Series B-2 convertible preferred stock which is convertible into 1,000 shares of common stock (2) a warrant to purchase 500 shares of common stock at an exercise price equal to $1.00 and (3) a warrant to purchase 500 shares of common stock at an exercise price equal to $1.25.

On April 6, 2012 the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors providing for the purchase of a total of $10,100,000 units consisting of 10,100 shares of Series B-2 convertible preferred stock (which are convertible into a total of 10,100,000 shares of common stock), warrants to purchase 5,050,000 shares of common stock at an exercise price of $1.00 and warrants to purchase a total of 5,050,000 shares of common stock at an exercise price of $1.25. The closing of the sale of these units is expected to take place on or about April 12, 2012, subject to customary closing conditions.

The Company estimates that the net proceeds from this offering will be approximately $9.0 million.

Shares of Series B-2 preferred stock have a liquidation preference equal to $1,000 per share. Subject to certain ownership limitations as described below, the Series B-2 preferred stock is convertible at any time at the option of the holder into shares of our common stock at a conversion ratio determined by dividing the liquidation preference (or $1,000) by a conversion price of $1.00 per share. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. In addition, until such time that for any 30 consecutive trading days, which such 30 trading day period shall only commence after the four month anniversary of the closing of this offering, the volume weighted average price of the Company’s common stock exceeds $2.25 and the average daily dollar trading volume during such period exceeds 270,000 shares per trading day, if the Company sells or grant any option to purchase or sell any common stock or common stock equivalents entitling any person to acquire shares of common stock at an effective price per share that is lower than the then conversion price (the “Base Conversion Price”), then the conversion price shall be reduced to equal the Base Conversion Price. Subject to limited exceptions, a holder of shares of Series B-2 preferred stock will not have the right to convert any portion of its Series B-2 preferred stock if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion.

Warrants are exercisable immediately after the date of issuance and expire five years after the date of issuance.

A copy of the form of Purchase Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference. A copy of the certificate of designation of preferences, rights and limitations of Series B-2 convertible preferred stock is filed herewith as Exhibit 4.1 and is incorporated herein by reference. A copy of the form warrant is filed herewith as Exhibit 4.2.

 

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In connection with the Offering, on April 6, 2012, the Company entered into a Placement Agent Agreement (the “Placement Agent Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the Company’s exclusive placement agent for the offering.

The Placement Agent did not purchase or sell any units, nor is it required to arrange the purchase or sale of any minimum number or dollar amount of units. The Placement Agent agreed to use its best efforts to arrange for the sale of all of the units being offered in the offering. The Placement Agent will be paid a cash fee equal to eight percent (8%) of the aggregate purchase price of the units sold in this offering and will also be reimbursed for certain expenses not to exceed one percent (1%) of the aggregate purchase price of the units sold in this offering. A copy of the Placement Agent Agreement is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

The proceeds received by the Company from the offering will be used to fund expenses associated with the Company’s efforts to develop and commercialize a portfolio of oncology treatment and supportive care pharmaceutical products and for working capital and general corporate purposes.

The foregoing summaries of the offering, the securities to be issued in connection therewith, the Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents, copies of which are filed as exhibits to this Current Report on Form 8-K.

The offering is being made only by means of a prospectus, copies of which may be obtained from Ladenburg Thalmann & Co., Inc., Prospectus Department, 520 Madison Avenue, 9th Floor, New York, New York, 10022, telephone: 212-409-2000. Electronic copies of the prospectus are available on the Securities and Exchange Commission’s Web site at www.sec.gov.

The units are being offered pursuant to an effective registration statement. This Current Report on Form 8-K does not constitute an offer to sell these securities or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

Exhibits

The exhibit required to be filed as a part of this Current Report on Form 8-K is listed in the Exhibit Index attached hereto and incorporated herein by reference.

 

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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.

 

  DARA BioSciences, Inc.
Dated: April 9, 2012   By:  

/s/ David J. Drutz, M.D.

  Name:   David J. Drutz, M.D.
  Title:   President and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Description

  4.1    Certificate of Designation of Preferences, Rights and Limitations of Series B-2 Convertible Preferred Stock
  4.2    Form of Warrant
10.1    Form of Securities Purchase Agreement
10.2    Placement Agent Agreement, dated April 6, 2012, by and between DARA BioSciences, Inc. and Ladenburg Thalmann & Co. Inc.

 

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