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
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Date of Report (Date of Earliest Event Reported): | | June 1, 2007 |
Encysive Pharmaceuticals Inc.
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(Exact name of registrant as specified in its charter)
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Delaware | 0-20117 | 13-3532643 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
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4848 Loop Central Drive, Suite 700, Houston, Texas | | 77081 |
_________________________________ (Address of principal executive offices) | | ___________ (Zip Code) |
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Registrant’s telephone number, including area code: | | 713-796-8822 |
Not Applicable
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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 October 19, 2006, Encysive Pharmaceuticals Inc. (the "Company") announced that it had entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with Azimuth Opportunity Ltd. ("Azimuth"), which provided that, upon the terms and subject to the conditions set forth therein, Azimuth was committed to purchase up to $75,000,000 of the Company’s common stock, or the number of shares that is one less than twenty percent (20%) of the issued and outstanding shares of the Company’s common stock as of October 19, 2006, whichever occurs first, over the 18-month term of the Purchase Agreement. As of June 1, 2007, the Company had closed an aggregate of five draw down requests under the Purchase Agreement and had received aggregate gross proceeds of approximately $45,450,474, and net proceeds of approximately $44,856,656 after deducting estimated offering expenses. As a result of the five draw down requests, the Company has issued to Azimuth the maximum number of shares of the Company 19;s common stock permitted to be issued under the Purchase Agreement and the Purchase Agreement terminated pursuant to its terms. As of June 1, 2007, the total number of issued and outstanding shares of the Company’s common stock was 72,974,120 shares.
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.
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| | Encysive Pharmaceuticals Inc. |
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June 1, 2007 | | By: | | /s/ Gordon H. Busenbark
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| | | | Name: Gordon H. Busenbark |
| | | | Title: Chief Finacial Officer |