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):September 25, 2013
RESPONSE GENETICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-33509 | | 11-3525548 |
| (State or other | | (Commission File | | (IRS Employer |
| jurisdiction of | | Number) | | Identification No.) |
| incorporation) | | | | |
1640 Marengo St., 6th Floor
Los Angeles, California 90033
(323) 224-3900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(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 240.13e-4(c)) |
Item 8.01 Other Events.
On September 25, 2013, Response Genetics, Inc. (the “Company”) closed its previously announced registered direct offering pursuant to which the Company sold 932,805 shares of its common stock, par value $0.01 per share (the “Common Stock”), to certain institutional investors at $2.05 per share, the closing price of the Common Stock on Nasdaq on September 19, 2013.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished with this Current Report on Form 8-K:
| Exhibit Number | | Document Description |
| | | |
| 5.1 | | Opinion of Willkie Farr & Gallagher LLP, dated September 25, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | RESPONSE GENETICS, INC. | |
| | | | |
| | | | |
| Date: September 25, 2013 | By: | /s/ Adanech Getachew | |
| | | Name: Adanech Getachew | |
| | | Title: General Counsel | |
