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): November 1, 2013
| 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 (see General Instruction A.2. below):
| ¨ | 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 1.02 Termination of a Material Definitive Agreement.
On November 1, 2013, we notified Cantor Fitzgerald & Co. (“Cantor”), of our election to terminate the Sales Agreement, dated July 2, 2010 (as amended from time to time, the “Sales Agreement”), between us and Cantor, as agent. The termination will become effective on November 11, 2013. The Sales Agreement provided for the offer and sale, from time to time, of shares of our common stock having an aggregate offering price of up to $20,000,000 through Cantor, acting as agent and/or principal. Through November 1, 2013, the Company had sold an aggregate of 3,609,595 shares of common stock pursuant to the Sales Agreement for aggregate gross proceeds of approximately $10.9 million. Effective November 1, 2013, no further sales will be made pursuant to the Sales Agreement.
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.
| CHELSEA THERAPEUTICS INTERNATIONAL, LTD. | ||
| By: | /s/ J. Nick Riehle | |
| J. Nick Riehle | ||
| Chief Financial Officer | ||
Dated: November 5, 2013