UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ||
FORM 8-K/A | ||
CURRENT REPORT | ||
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 | ||
Date of Report (Date of earliest event reported): March 1, 2010 (December 14, 2009) | ||
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.) |
6330 Nancy Ridge Drive, Suite 103, San Diego, California | 92121 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (858) 450-0048 |
(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)) |
Explanatory Note
On December 17, 2009, NexMed, Inc. (the “Company”) filed a Current Report on Form 8-K reporting the acquisition by merger on December 14, 2009 of Bio-Quant, Inc. (“Bio-Quant”). The purpose of this Amendment No. 1 to Form 8-K is to provide the financial statements required pursuant to Item 9.01 of this Form.
Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The Bio-Quant Restated Audited Financial Statements for Fiscal Years Ended December 31, 2008 and 2007 are filed as Exhibit 99.1 hereto and are hereby incorporated by reference herein.
The Bio-Quant Unaudited Financial Statements for Nine Months Ended September 30, 2009 are filed as Exhibit 99.2 hereto and are hereby incorporated by reference herein.
(b) Pro Forma Financial Information
The following unaudited pro forma financial statements (and accompanying notes) are furnished as Exhibit 99.3:
Unaudited pro forma condensed combined balance sheet as of September 30, 2009;
Unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2009;
Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2008; and
Notes to unaudited pro forma condensed combined financial statements.
(c) Exhibits
23.1 | Consent of Gruber & Company LLC |
99.1 | Audited Financial Statements of Bio-Quant for the years ended December 31, 2008 and 2007 and accompanying notes. |
99.2 | Unaudited Financial Statements of Bio-Quant for the nine months ended September 30, 2009. |
99.3 | Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet as of September 30, 2009. Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations for the nine months ended September 30, 2009. Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations for the year ended December 31, 2008. Notes to Unaudited Pro Forma Condensed Combined Financial Statements. |
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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.
NEXMED, INC. | |||
By: | /s/ Mark Westgate | ||
Name: Mark Westgate | |||
Title: Vice President and Chief Financial Officer | |||
Date: March 1, 2010
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Index to Exhibits
Exhibit | Description | |
23.1 | Consent of Gruber & Company LLC | |
99.1 | Audited Financial Statements of Bio-Quant for the years ended December 31, 2008 and 2007 and accompanying notes. | |
99.2 | Unaudited Financial Statements of Bio-Quant for the nine months ended September 30, 2009. | |
99.3 | Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet as of September 30, 2009. Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations for the nine months ended September 30, 2009. Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations for the year ended December 31, 2008. Notes to Unaudited Pro Forma Condensed Combined Financial Statements. |
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