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) January 16, 2008
Calypte Biomedical Corporation
(Exact name of Company as specified in its charter)
Delaware | 000-20985 | 06-1226727 |
(State or Other Jurisdiction) | (Commission File Number) | (I.R.S. Employer Identification) |
of Incorporation) | | |
16290 S.W. Upper Boones Ferry Road, Portland, OR 97224
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (503) 726-2227
N/A
(Former name or former address, if changed since last report)
| o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 16, 2008, Calypte Biomedical Corporation (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) with Fusion Capital Fund II, LLC, an Illinois limited liability company (“Fusion Capital”). Pursuant to the Purchase Agreement, at the Company’s discretion, it may sell up to $8.0 million of its common stock to Fusion Capital from time to time over a 24-month period after the Securities and Exchange Commission (“SEC”) has declared effective the registration statement related to the transaction.
Concurrently with entering into the Purchase Agreement, the Company entered into a registration rights agreement with Fusion Capital (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company agreed to file a registration statement with the SEC covering the shares that have been issued or may be issued to Fusion Capital under the Purchase Agreement. After the SEC has declared effective the registration statement, the Company generally has the right, but not the obligation, to sell from time to time its shares to Fusion Capital in amounts between $100,000 and $1.0 million depending on certain conditions. The Company has the right to control the timing and amount of any sales of its shares to Fusion Capital. The purchase price of the shares will be determined based upon the market price of the Company’s shares without any fixed discount. Fusion Capital shall not have the right or the obligation to purchase any shares of the Company’s common stock on any business day that the price of its common stock is below $0.052. The Company may terminate the agreement at any time at its discretion without any cost. There are no negative covenants, restrictions on future financings, penalties or liquidated damages in the agreement. The Company agreed to issue to Fusion Capital 3,490,401 shares of its common stock as a commitment fee for entering into the Purchase Agreement.
The foregoing description of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement and Registration Rights Agreement, a copy of each of which is attached hereto as Exhibit 10.185 and 10.186, respectively, and each of which is incorporated herein in its entirety by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.185 | Common Stock Purchase Agreement, dated as of January 16, 2008, by and between the Company and Fusion Capital Fund II, LLC. |
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| 10.186 | Registration Rights Agreement, dated as of January 16, 2008, by and between the Company and Fusion Capital Fund II, LLC. |
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| 99.1 | The Company’s press release dated January 23, 2008. |
SIGNATURES
Pursuant to the requirement 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.
| Date: | Portland, Oregon |
| | January 23, 2008 |
| | Calypte Biomedical Corporation |
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| | By: | /s/ Jerrold D. Dotson | |
| | | Jerrold D. Dotson | |
| | | Vice President - Finance | |
