SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 4, 2004
INYX, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 33-83152 75-2870720
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(State or Other (Commission File (IRS Employer
Jurisdiction Incorporation) Number) Identification Number)
825 Third Avenue New York, New York 10022
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(Address of Principal Executive Office) (City and State) (Zip Code)
Registrant's telephone number, including area code: 212-838-1111
ITEM 5. Other Events and Required FD Disclosure
On August 3, 2004, pursuant to Securities Purchase Agreement by
and between INYX, Inc. (the "Company"), and six (6) institutional
investors (collectively, the "Investors"), the Company sold (the
"Offering") to the Investors in the aggregate 1,358,025 shares of its
common stock (the "Common Stock") for $1,100,000. Investors in the
Offering also received five (5) year warrants (the "Warrants") to
purchase in the aggregate 1,358,025 shares of Common Stock
(collectively, the "Warrant Shares") which Warrants are exercisable at
an exercise price of $1.01 per share (the "Exercise Price"). During
the term of the Warrants, the Exercise Price shall be increased by two
(2%) percent (but no more than cumulatively twenty (20%) percent), for
every $2 million that sales are above $35 million for the fiscal year
ended 12/31/05 and $55 million for the fiscal year ended 12/31/06.
The Exercise Price shall be decreased by 5% (but no more than
cumulatively fifty (50%) percent) for every $2 million that sales are
below $35 million for the fiscal year ended 12/31/05 and $55 million
for fiscal 12/31/06. The Warrants contain certain weighted average
anti-dilution rights which terminate upon the earlier to occur of (i)
a qualified public offering or (ii) eighteen (18) months. Pursuant to
a Registration Rights Agreement dated as of August 3, 2004 by and
between the Company and the Investors, the Company agreed to register
for sale under the Securities Act of 1933, as amended, all the shares
of Common Stock and Warrant Shares issued in the Offering. The Company
has agreed to file with and have declared effective by the SEC a
registration statement covering all such shares no later than sixty
(60) days and one hundred and twenty (120) days following the closing
of the Offering, respectively. The Company also granted piggyback
registration rights in connection therewith.
THE ABOVE DESCRIPTION OF, AMONG OTHER ITEMS, THE OFFERING, THE
WARRANTS AND REGISTRATION RIGHTS IS QUALIFIED IN ITS ENTIRETY BY THE
SECURITIES PURCHASE AGREEMENT, THE WARRANT AND THE REGISTRATION RIGHTS
AGREEMENT, ALL FILED AS EXHIBITS TO THIS CURRENT REPORT ON FORM 8-K.
Item 7. Financial Statements and Exhibits
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(a) Not Applicable
(b) Not Applicable
(c) Exhibits required by Item 601 of Regulation S-K
Exhibit No. Description
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3.6 Form of Warrant
10.21 Securities Purchase Agreement
10.22 Registration Rights Agreement
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
INYX, INC.
By:/s/ Jay M. Green
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Jay M. Green
Executive Vice President
Dated: August 5, 2004
EXHIBIT INDEX
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Exhibit No. Description
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3.6 Form of Warrant
10.21 Securities Purchase Agreement
10.22 Registration Rights Agreement