UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) June 21, 2005
VIROLOGIC, INC.
(Exact name of registrant as specified in its chapter)
Delaware | 000-30369 | 94-3234479 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
345 Oyster Point Blvd. South San Francisco, California | 94080 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650) 635-1100
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 240.13e-4(c)) |
Item 3.02. Unregistered Sales of Equity Securities.
On June 21, 2005, holders of our Series A Preferred Stock exercised their rights to convert 139 shares of our Series A Preferred Stock into 1,310,816 shares of our common stock. We received no additional consideration in connection with such conversion. For this issuance we relied on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, or the Securities Act.
On June 24, 2005, we issued 90,245 shares of our common stock to a holder of one of our warrants upon the net exercise of the warrant by that holder. We received no additional consideration in connection with such issuance. For this issuance, we relied on the exemption provided by Section 4(2) of the Securities Act.
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.
ViroLogic, Inc. (Registrant) | ||||
Date: June 27, 2005 | By: | /s/ Kathy L. Hibbs | ||
Kathy L. Hibbs | ||||
Vice President, General Counsel |