UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 10, 2004
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Avitar, Inc.
(Exact name of registrant as specified in its chapter)
Delaware 1-15695 06-1174053
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
65 Dan Road, Canton, MA 02021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 821-2440
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(Former name or former address, if changed since last report)
Item 1.01 Entry into a Material Definitive Agreement.
See the information reported in Item 3.02 below.
Item 3.02 Unregistered Sales of Equity Securities
The Registrant issued a Press Release in reliance on Rule 135a on December 14,
2004 announcing that it raised gross proceeds of $1,285,000 in a private
placement of convertible preferred stock and warrants. A copy of the Press
Release is attached to this Report as an Exhibit.
The securities issued in the private placement were 1,285 shares of the
Company's Series A Convertible Preferred Stock and Warrants to purchase 600,000
shares of the Company's Common Stock. The $1,285,000 of Preferred Stock is
convertible into Common Stock at the lesser of $0.12 per share or 85% of the
average of the three (3) lowest bid prices for the ten (10) trading days
immediately prior to the notice of conversion, subject to adjustments and
minimum pricing, and the Warrants are exercisable at $0.126 per share.
Copies of the Agreements related to this private placement are attached to this
Report as Exhibits. The Agreements include the Registration Rights Agreement
that requires the Company to register the Common Stock underlying the Preferred
Stock and Warrants by filing a Registration Statement with the SEC within 30
days after the closing of the private placement.
Item 9.01 - Financial Statements and Exhibits
(c)Exhibits
1.1 Securities Purchase Agreement
1.2 Registration Rights Agreement
1.3 Warrant
1.4 Press Release Issued on December 14, 2004
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 hereto duly authorized.
Avitar, Inc.
(Registrant)
Date December 16, 2004 /s/ JAY LEATHERMAN
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Jay Leatherman, CFO
(Signature)