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):
APRIL 19, 2005
MACROCHEM CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-13634 04 2744744
(State or other jurisdiction of (Commission file number) (IRS employer
incorporation or organization) identification
number)
110 HARTWELL AVENUE, LEXINGTON, MASSACHUSETTS 02421-3134
------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 862-4003
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:
__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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 19, 2005, MacroChem Corporation completed a private placement of
2,731,705 shares of common stock and five-year warrants to purchase 1,365,852
shares of the Company's common stock for approximately $815,000 in gross
proceeds. The securities were sold in units, with each unit containing one share
of common stock and a warrant to purchase one-half of a share of common stock.
Institutional investors purchased 2,000,000 units at a purchase price per unit
of $0.25, with the accompanying warrants having an exercise price of $0.35 per
share. Certain of MacroChem's executive officers and directors purchased 731,705
units at a per unit purchase price of $0.4305, with the accompanying warrants
having an exercise price of $0.52 per share. Copies of the Securities Purchase
Agreements pursuant to which the securities were issued and sold are attached as
exhibits to this Form 8-K. The Placement Agent for the transaction received a
five-year warrant to purchase 50,000 shares of the Company's common stock at an
exercise price of $0.35 per share.
The securities offered and sold in the private placement have not been
registered under the Securities Act of 1933, as amended (the "Securities Act")
and were sold in reliance upon the exemption from securities registration
afforded by Regulation D under the Securities Act. All of the purchasers
represented to the Company that they were "accredited investors", as defined in
Rule 501 of Regulation D. In connection with the private placement, the Company
entered into a Registration Rights Agreement with the purchasers, pursuant to
which the Company is required to file a registration statement with the
Securities and Exchange Commission covering the resale of the common stock sold
and the shares issuable upon exercise of the warrants.
The above summary is not intended to be complete and is qualified in its
entirety by reference to the detailed provisions in the agreements which are
attached to this Form 8-K as exhibits and are incorporated herein by reference.
In addition, a copy of the press release issued by the Company in connection
with the private placement is attached as Exhibit 99.1 to this Form 8-K.
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING
On April 19, 2005, the Company received written notice from Nasdaq granting the
Company an additional 180 calendar day compliance period, or until October 13,
2005, to regain compliance with the Nasdaq SmallCap Market's $1.00 minimum bid
price requirement in accordance with Marketplace Rule 4310(c)(8)(D). As
previously disclosed, Nasdaq notified the Company on October 18, 2004 that the
bid price of the Company's common stock had closed below the minimum $1.00 per
share over the previous 30 consecutive business days, and, as a result, did not
comply with a requirement for continued inclusion in The Nasdaq SmallCap Market
under Marketplace Rule 4310(c)(4). In accordance with Marketplace Rule
4310(c)(8), the Company was provided 180 calendar days, or until April 18, 2005,
to regain compliance. In order to regain compliance, the company must
demonstrate a closing bid price for its common stock of $1.00 per share or more
for a minimum of 10 consecutive business days.
A copy of the press release issued by the Company regarding the written notice
from Nasdaq is attached as Exhibit 99.2 to this Form 8-K.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
The disclosure under Item 1.01 of this Form 8-K is also responsive to this Item
3.02 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.1 Securities Purchase Agreement, dated as of April 19, 2005, by
and between the Company and the institutional investors listed
on the signature pages thereto.
10.2 Securities Purchase Agreement, dated as of April 19, 2005, by
and between the Company and the directors and officers of the
Company listed on the signature pages thereto.
10.3 Registration Rights Agreement, dated as of April 19, 2005 by and
among the Company and the purchasers listed on the signature page
thereto.
10.4 Form of Common Stock Purchase Warrant.
99.1 Press Release.
99.2 Press Release.
SIGNATURE
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.
MACROCHEM CORPORATION
Dated: April 22, 2005 By: /s/ Bernard R. Patriacca
---------------------------
Name: Bernard R. Patriacca
Title: Vice President,
Chief Financial Officer
and Treasurer
EXHIBIT INDEX
The following exhibits are filed herewith:
10.1 Securities Purchase Agreement, dated as of April 19, 2005, by
and between the Company and the institutional investors listed
on the signature pages thereto.
10.2 Securities Purchase Agreement, dated as of April 19, 2005, by
and between the Company and the directors and officers of the
Company listed on the signature pages thereto.
10.3 Registration Rights Agreement, dated as of April 19, 2005 by and
among the Company and the purchasers listed on the signature page
thereto.
10.4 Form of Common Stock Purchase Warrant.
99.1 Press Release.
99.2 Press Release.