================================================================================
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):
MAY 14, 2004
BIOSANTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-31812 58-2301143
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) 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)
================================================================================
ITEM 5. OTHER EVENTS.
On May 14, 2004, BioSante Pharmaceuticals, Inc. completed its previously
announced private placement of 2,949,000 shares of its common stock and warrants
to purchase 442,350 shares of its common stock at an aggregate price of
approximately $17.7 million, or $6.00 per unit, resulting in net proceeds of
approximately $16.5 million, after deduction of transaction expenses. BioSante
also issued 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.
The net proceeds will be used to fund the late stage development of BioSante's
new product pipeline, including Bio-E-GelTM and LibiGelTM, as well as for
general corporate purposes.
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.
A copy of a press release regarding the announcement is attached hereto as
Exhibit 99.1 and is incorporated herein 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
(incorporated by reference to Exhibit 10.1 in the
BioSante's Current Report dated May 12, 2004 (File No.
001-31812)
10.2 Form of Warrant 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 14,
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
-----------------------------------
Phillip B. Donenberg
Chief Financial Officer, Treasurer
and Secretary
Dated: May 14, 2004
BIOSANTE PHARMACEUTICALS, INC.
FORM 8-K
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
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
(incorporated by reference to Exhibit 10.1 in the
BioSante's Current Report dated May 12, 2004 (File No.
001-31812)
10.2 Form of Warrant 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 14,
2004 (filed herewith electronically)