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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported):
MAY 12, 2004
BIOSANTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-31812 58-2301143
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
111 BARCLAY BOULEVARD
LINCOLNSHIRE, ILLINOIS 60069
(Address of Principal Executive Offices) (Zip Code)
(847) 478-0500
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On May 12, 2004, BioSante Pharmaceuticals, Inc. issued a press release
announcing that it has entered into definitive agreements with certain
institutional and other accredited investors with respect to the private
placement of 2,949,000 shares of its common stock and warrants to purchase
442,350 shares of its common stock at a purchase price of $6.00 per unit. The
private placement is expected to result in net proceeds to BioSante of
approximately $16.5 million, after deduction of transaction expenses. BioSante
will also issue warrants to purchase 92,646 shares of common stock to its
placement agent in this private placement and its placement agent in its prior
August 2003 private placement. BioSante has agreed to register the resale of the
shares sold in the private placement, including the shares issuable upon
exercise of the warrants, on a registration statement filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
The private placement is expected to be consummated within the next few days
following satisfaction of certain customary closing conditions contained in the
definitive transaction agreements, including approval of an additional listing
application with the American Stock Exchange.
The foregoing description of the private placement does not purport to be
complete and is qualified in its entirety by reference to the form of
subscription agreement entered into in connection with the private placement,
which is attached hereto as Exhibit 10.1, a form of the warrant expected to be
issued by BioSante to investors at the closing, which is attached hereto as
Exhibit 10.2, and a copy of the press release announcing the private placement,
and are hereby incorporated into this report by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Form of Subscription Agreement dated as of May 11, 2004 by and
between BioSante Pharmaceuticals, Inc. and each of the
subscribers party to the Subscription Agreement (filed herewith
electronically).
10.2 Form of Warrant expected to be issued by BioSante
Pharmaceuticals, Inc. to each of the subscribers party to the
Subscription Agreements and the placement agents (filed herewith
electronically).
99.1 BioSante Pharmaceuticals, Inc. News Release dated May 12, 2004
(filed herewith electronically).
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.
BIOSANTE PHARMACEUTICALS, INC.
By: /s/ Phillip B. Donenberg
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Phillip B. Donenberg
Chief Financial Officer, Treasurer and Secretary
Dated: May 11, 2004