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
Date of Report (Date of earliest event reported): August 27, 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 (IRS Employer
Jurisdictional Incorporation) File Number) Identification Number)
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825 Third Avenue New York, New York 10022
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Address of Principal (City and State) (Zip Code)
Executive Office)
Registrant's telephone number, including area code: 212-838-1111
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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))
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ITEM 3.02 Unregistered Sales of Equity Securities
ITEM 7.01 Regulation FD Disclosure
On approximately August 11, 2004, INYX, Inc. (the "Company")
commenced a private placement (the "Offering") to accredited
investors (the "Investors") of its units (the "Units"), each Unit
consisting of shares (the "Shares") of common stock (the "Common
Stock") and warrants (the "Warrants") to purchase shares of
Common Stock (the "Warrant Shares"), on a $4,000,000 minimum and
$7,000,000 maximum basis.
On August 27, 2004, the Company effectuated the initial
closing of the Offering and sold to accredited investors (the
"Investors") in the aggregate 6,407,960 shares of its Common
Stock for an aggregate of $4,621,800 of gross proceeds.
Investors in the Offering also received five (5) year Warrants to
purchase in the aggregate 6,407,960 Warrant Shares, at an initial
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 $2,000,000 of net revenues of the Company
above $35,000,000 for the twelve (12) months ended December 31,
2005 and $55,000,000 for the twelve (12) months ended December
31, 2006; and (ii) the Exercise Price shall be decreased by five
(5%) percent (but no more than cumulatively fifty (50%) percent)
for every $2,000,000 million that net revenues of the Company are
below $35,000,000 for the twelve (12) months ended December 31,
2005 and $55,000,000 for the twelve (12) months ended December
31, 2006. The Warrants also contain certain redemption and anti-
dilution provisions.
Pursuant to a Registration Rights Agreement by and among the
Company and the Investors, the Company has agreed to register for
sale under the Securities Act of 1933, as amended, all the Shares
and Warrant Shares issued in the Offering (the "Registration
Statement"). The Company has agreed to file with and have
declared effective by the Securities and Exchange Commission the
Registration Statement no later than thirty (30) days and ninety
(90) days following the final closing of the Offering,
respectively. The Company also granted piggyback registration
rights in connection therewith.
In connection with the Offering, the Company paid to the
placement agent of the Offering (the "Agent") commissions of
$515,200 (ten (10%) percent of the gross proceeds raised in the
Offering) and issued to the Agent five (5) year warrants to
purchase 640,796 shares of Common Stock (the "Agent Warrant
Shares") at an exercise price of $1.01 per share. The Company has
also granted to the Agent certain registration rights with
respect to the Agent Warrant Shares.
Additionally, the Company and the Agent have elected to
extend the Offering to September 1, 2004 and may further elect to
extend the Offering one or more times after such date to no later
than October 11, 2004 to attempt to complete the $7,000,000
maximum amount.
THE ABOVE DESCRIPTION OF, AMONG OTHER ITEMS, THE OFFERING, THE
WARRANTS AND REGISTRATION RIGHTS IS QUALIFIED IN ITS ENTIRETY BY
THE SUBSCRIPTION AGREEMENT, THE WARRANT AND THE REGISTRATION
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RIGHTS AGREEMENT, ALL FILED AS EXHIBITS TO THIS CURRENT REPORT ON
FORM 8-K.
Item 9.01 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 Form of Subscription Agreement
10.22 Form of Registration Rights Agreement
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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 27, 2004
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EXHIBIT INDEX
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Exhibit No. Description
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3.6 Form of Warrant
10.21 Form of Subscription Agreement
10.22 Form of Registration Rights Agreement
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