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 19, 2008
Calypte Biomedical Corporation
(Exact name of Company as specified in its charter)
Delaware | 000-20985 | 06-1226727 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification) |
16290 S.W. Upper Boones Ferry Road, Portland, Oregon 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)
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 40.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement
On September 19, 2008, the Registrant (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with Almyn Limited, an entity registered under the laws of the British Virgin Islands (the “Investor”) pursuant to which the Investor agreed to purchase 20,000,000 shares of the Company’s common stock, par value $0.03 (the “Shares”) at a purchase price of $0.035 per share, for a total purchase price of $700,000, in a private placement transaction pursuant to Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Under the terms of the Subscription Agreement, the Company issued a two-year warrant to the Investor to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.06 per share (the “Warrant”). The Subscription Agreement contains customary representations and warranties by the Investor regarding its status as a non-U.S. person, its investment intent and restrictions on transfer. The Investor was granted certain piggy-back registration rights which require the Company to use its best efforts to register all or a portion of the Shares and the shares of common stock underlying the Warrant on the next registration statement it files with the Securities and Exchange Commission under the Securities Act. The Company intends to use the proceeds of the private placement for general working capital purposes.
On September 19, 2008, the Company received the $700,000 cash purchase price for the Shares from the Investor and issued the Shares and the Warrant to the Investor.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | | Description |
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| 10.190 | | Form of Subscription Agreement between the Company and Almyn Limited, effective September 19, 2008. |
| 10.191 | | Form of Warrant issued to Almyn Limited. |
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: September 23, 2008
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| | Calypte Biomedical Corporation |
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| | By: | /s/ Donald N. Taylor |
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Donald N. Taylor |
| | President and Chief Executive Officer |
