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): March 30, 2005
DOBI MEDICAL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-32523 98-0222710
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1200 MacArthur Boulevard 07430
Mahwah, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 760-6464
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 March 30, 2005, DOBI Medical International, Inc. (the "Company")
entered into a Securities Purchase Agreement (the "Purchase Agreement") with the
purchasers listed on Exhibit A to the Purchase Agreement (collectively, the
"Purchasers") for the private placement (the "Private Placement") of 21,000,000
shares (the "Shares") of the Company's common stock, $.0001 par value (the
"Common Stock"), at a price of $.50 per share, and warrants to purchase
10,500,000 shares of Common Stock (the "Warrant Shares"), at an exercise price
of $.75 for the first 5,250,000 Warrant Shares and $1.25 for the next 5,250,000
Warrant Shares, resulting in aggregate gross cash proceeds to the Company of
$10,500,000 and approximate net cash proceeds to the Company of $9,665,000. The
transaction closed simultaneously with the execution of the Purchase Agreement
on March 30, 2005.
Pursuant to the terms of a Registration Rights Agreement with the
Purchasers, the Company has agreed to file a registration statement (the
"Registration Statement") with the U.S. Securities and Exchange Commission no
later than 30 calendar days following March 30, 2005, covering the resale of the
Shares and Warrant Shares, and to use all commercially reasonable efforts to
cause the Registration Statement to be declared effective within 120 calendar
days after March 30, 2005, and to remain continuously effective until the
earlier of (i) the second anniversary of the effective date of the Registration
Statement, and (ii) the date on which the Shares and Warrant Shares registered
under the Registration Statement can be sold by non-affiliates of the Company
pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended
(the "Securities Act"). The Purchase Agreement also contains representations and
warranties by the Company and each Purchaser typical of transactions of this
type.
C.E. Unterberg, Towbin LLC, the placement agent for the transaction,
received a cash fee equal to 7% of the aggregate gross proceeds of the Private
Placement.
The form of each of the Warrant, Purchase Agreement and Registration
Rights Agreement is filed herewith as Exhibit 4.1, Exhibit 10.1 and Exhibit
10.2, respectively, and is incorporated in its entirety herein by this
reference. The Company's press release announcing the completion of the Private
Placement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information disclosed in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.02. The sales and issuances of
the securities under the Purchase Agreement to the Purchasers were determined to
be exempt from registration under the Securities Act in reliance on Section 4(2)
of the Securities Act and Rule 506 of Regulation D promulgated thereunder, as
transactions by an issuer not involving a public offering. All of the Purchasers
represented that they were accredited investors, as that term is defined in
Regulation D, and that they were acquiring such securities for investment
purposes only and not with a view to or for sale in connection with any
distribution thereof.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4.1 Form of Warrant to Purchase Common Stock, dated as of March 30, 2005,
of DOBI Medical International, Inc.
10.1 Securities Purchase Agreement, dated as of March 30, 2005, by and
between DOBI Medical International, Inc. and the Purchasers listed on
Exhibit A thereto.
10.2 Registration Rights Agreement, dated as of March 30, 2005, by and
between DOBI Medical International, Inc. and the Purchasers listed on
Exhibit A thereto.
99.1 Press release issued by DOBI Medical International, Inc. on
March 31, 2005.
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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.
DOBI MEDICAL INTERNATIONAL, INC.
Date: March 31, 2005 By: /s/ Phillip C. Thomas
---------------------------------
Phillip C. Thomas
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4.1 Form of Warrant to Purchase Common Stock, dated as of March 30, 2005,
of DOBI Medical International, Inc.
10.1 Securities Purchase Agreement, dated as of March 30, 2005, by and
between DOBI Medical International, Inc. and the Purchasers listed on
Exhibit A thereto.
10.2 Registration Rights Agreement, dated as of March 30, 2005, by and
between DOBI Medical International, Inc. and the Purchasers listed on
Exhibit A thereto.
99.1 Press release issued by DOBI Medical International, Inc. on
March 31, 2005.
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