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) May 3, 2007
UPSTREAM BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-50331
(Commission File Number)
98-0371433
(IRS Employer Identification No.)
Suite 100 – 570 West 7th Avenue, Vancouver, British Columbia, Canada V5Z 4S6
(Address of principal executive offices and Zip Code)
604.707.5800
Registrant's telephone number, including area code
N/A
(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:
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))
Item 3.02 Unregistered Sales of Equity Securities.
On May 3, 2007, we closed the second tranche of a private placement consisting of 666,667 units of our securities at a price of US$1.50 per unit for gross proceeds of $1,000,000. Each unit consists of one common share, one Series A share purchase warrant and one Series B share purchase warrant. Each Series A share purchase warrant is exercisable at $1.75 per share for a period of two years and each Series B share purchase warrant is exercisable at $1.85 per share for a period of two years. We intend to use the proceeds from this financing to further validate our genetic markers and drug response assay, as well as complete the previously announced acquisition of Pacific Pharma Technologies Inc.
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We issued the securities to one non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
99.1 | News Release issued on May 7, 2007 |
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.
UPSTREAM BIOSCIENCES INC.
/s/ Joel Bellenson
Joel Bellenson
Chief Executive Officer
Date: May 7, 2007
