Table of Contents
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) July 31, 2007
Electro-Optical Sciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) | 000-51481 (Commission File Number) | 13-3986004 (IRS Employer Identification No.) |
| 3 West Main Street, Suite 201, Irvington, New York (Address of principal executive offices) | 10533 (Zip Code) |
Registrant’s telephone number, including area code (914) 591-3783
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 (see General Instructions 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))
TABLE OF CONTENTS
| EX-4.1: Form of Warrant | ||||||||
| EX-10.1: Securities Purchase Agreement | ||||||||
| EX-10.2: Registration Rights Agreement | ||||||||
| EX-99.1: Press Release | ||||||||
| EX-4.1: FORM OF WARRANT | ||||||||
| EX-10.1: SECURITIES PURCHASE AGREEMENT | ||||||||
| EX-10.2: REGISTRATION RIGHTS AGREEMENT | ||||||||
| EX-99.1: PRESS RELEASE | ||||||||
Table of Contents
Item 1.01 — Entry into a Material Definitive Agreement
On July 31, 2007 Electro-Optical Sciences, Inc. (the “Company”) entered into a securities purchase agreement and a registration rights agreement with certain accredited investors for the private placement of 2,000,178 shares of its common stock at a price of $5.75 per share, and warrants to purchase up to 500,041 shares of its common stock at an exercise price of $8.00 per share, for aggregate gross proceeds of approximately $11.5 million. The warrants will expire five years from their date of issuance. The private placement will be completed pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Pursuant to the terms of the registration rights agreement, the Company has agreed to cause a resale registration statement covering the shares, including the shares issuable upon exercise of the warrants, to be filed within 30 days after closing. Cowen and Company, LLC acted as lead placement agent and ThinkEquity Partners LLC acted as co-placement agent for the private placement. The transaction is further described in the press release issued by the Company on August 1, 2007, a copy of which is filed herewith as Exhibit 99.1.
The foregoing description is only a summary and is qualified in its entirety by reference to the aforementioned transaction documents contained in Exhibits 4.1, 10.1, 10.2 and 99.1, each of which is incorporated herein by reference.
Item 3.02 — Unregistered Sales of Equity Securities
The information set forth under Item 1.01 of this current report on Form 8-K is hereby incorporated by reference into this Item 3.02.
Item 9.01 — Financial Statements and Exhibits
(b) Exhibits.
| Exhibit | ||
| Number | Description | |
| 4.1 | Form of Warrant | |
| 10.1 | Securities Purchase Agreement among the Company and the purchasers identified on the signature pages thereto, dated as of July 31, 2007 | |
| 10.2 | Registration Rights Agreement among the Company and the purchasers identified on the signature pages thereto, dated as of July 31, 2007 | |
| 99.1 | Press Release of the Company dated August 1, 2007 titled “Electro-Optical Sciences Announces $11.5 Million Private Placement” |
Table of Contents
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.
| Electro-Optical Sciences, Inc. | ||||
| Date: August 1, 2007 | By: | /s/ Joseph V. Gulfo | ||
| President & Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
2
Table of Contents
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| 4.1 | Form of Warrant | |
| 10.1 | Securities Purchase Agreement among the Company and the purchasers identified on the signature pages thereto, dated as of July 31, 2007 | |
| 10.2 | Registration Rights Agreement among the Company and the purchasers identified on the signature pages thereto, dated as of July 31, 2007 | |
| 99.1 | Press Release of the Company dated August 1, 2007 titled “Electro-Optical Sciences Announces $11.5 Million Private Placement” |
3