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 20, 2006 |
NexMed, Inc. |
| (Exact name of registrant as specified in its charter) |
| |
| Nevada | 0-22245 | 87-0449967 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
| 350 Corporate Boulevard, Robbinsville, New Jersey | 08691 |
| (Address of principal executive offices) | (Zip Code) |
| | |
| Registrant’s telephone number, including area code (609) 208-9688 |
| |
(Former name or former address, if changed since last report.) |
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 240.13a-4(c)) |
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
Pursuant to a Common Stock and Warrant Purchase Agreement, dated December 20, 2006 (the “Purchase Agreement”) between the Company and the purchasers listed on Schedule 1 thereto (the “Purchasers”), the Company has raised $8,657,381.70 in gross proceeds from a private placement of 13,317,000 shares of its common stock, par value $0.001 (the “Common Stock”) and five-year warrants (the “Warrants”) to purchase an aggregate of 5,326,800 shares of Common Stock at $0.79 per share to two accredited investors. The Company and the Purchasers also entered into an Registration Rights Agreement (the “Registration Rights Agreement”) on such date, pursuant to which the Company agreed to register for resale by the Purchasers the shares of Common Stock and the shares of Common Stock underlying the Warrants.
The Warrants will be redeemable by the Company at $0.01 per share if the closing sales price of its common stock is above $5 for ten consecutive trading days as reported on the Nasdaq Capital Market or other principal exchange, subject to exercise of the Warrants by the Purchasers prior to the effective date of such redemption.
| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES |
Pursuant to the Purchase Agreement, the Company sold 13,317,000 shares of Common Stock at a price of $0.6501 per share and Warrants to purchase an aggregate of 5,326,800 shares of Common Stock with an exercise price of $0.79 per share, as more fully described in Item 1.01 of this Form 8-K, which description is hereby incorporated by reference herein. The Common Stock and Warrants were issued pursuant to an exemption provided by Section 4(2) of the Securities Act of 1933, as amended. The Company received $8,657,381.70 in gross cash proceeds, which will be used to fund general corporate overhead expenses and the Company's product development program.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| 10.1 | Form of Common Stock and Warrant Purchase Agreement |
| 10.2 | Form of Registration Rights Agreement |
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.
| | | |
| | NEXMED, INC. |
|
|
|
| | By: | /s/ Mark Westgate |
| |
Name: Mark Westgate |
| | Title: Vice President and |
