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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2008
Penwest Pharmaceuticals Co.
(Exact Name of Registrant as Specified in Charter)
Washington | 000-23467 | 91-1513032 | ||
(State or Other Juris- diction of Incorporation | (Commission File Number) | (IRS Employer Identification No.) |
39 Old Ridgebury Road, Suite 11 | ||
Danbury, Connecticut | 06810-5120 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(877) 736-9378
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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 (seeGeneral Instruction A.2. below):
o 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))
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Item 3.02. Unregistered Sales of Equity Securities | ||||||||
SIGNATURE |
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Item 3.02. Unregistered Sales of Equity Securities.
On March 11, 2008, Penwest Pharmaceuticals Co. (“Penwest”) completed the sale of units representing an aggregate of 8,140,600 shares of Penwest common stock, $0.001 par value per share (the “Common Stock”), together with warrants to purchase an aggregate of 4,070,301 shares of Common Stock pursuant to a Securities Purchase Agreement dated March 5, 2008 for gross proceeds of approximately $25.1 million (the “Private Placement”).
The shares of Common Stock and the warrants to purchase Common Stock were offered and sold in the Private Placement to certain institutional and other accredited investors without registration under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of certain states, in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.
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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.
PENWEST PHARMACEUTICALS CO. | ||||
Date: March 11, 2008 | By: | /s/ Benjamin L. Palleiko | ||
Benjamin L. Palleiko | ||||
Senior Vice President, Corporate Development and Chief Financial Officer | ||||