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) June 3, 2005
AVITAR, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-15695 06-1174053
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
65 Dan Road, Canton, Massachusetts 02021
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 821-2440
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o 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 June 3, 2005, Avitar, Inc. ("Avitar" or the "Company"), entered into a
Securities Purchase Agreement with Cornell Capital Partners, LP. See the
information reported in Item 3.02 below.
Item 3.02 Unregistered Sales of Equity Securities.
The Company entered into a $750,000 private placement of convertible
preferred stock and warrants based upon the Securities Purchase Agreement
referred to in Item 1.01 above.
The securities issued in the private placement are $750,000 of the
Company's Series E Convertible Preferred Stock and Warrants to purchase 75,000
shares of the Company's Common Stock in exchange for gross proceeds of $750,000,
of which $375,000 was paid in the first closing and a second tranche of $375,000
is to be paid at the second closing within 30 days or less. The $750,000 of
Preferred Stock are convertible into Common Stock at the lesser of $0.08 per
share or 80% of the average of the three (3) lowest closing bid prices for the
ten (10) trading days immediately prior to the notice of conversion, subject to
adjustments and limitations, and the Warrants are exercisable at $0.084 per
share.
Under the Securities Purchase Agreement, the Buyer (Cornell Capital
Partners, L.P.) is entitled to a 10% discount on the purchase price, that is
$75,000, $37,500 of which was deducted at the first closing and the same amount
will be deducted from the gross proceeds at the second closing. In addition, a
structuring fee of $5,000 has been paid to an affiliate of the Buyer in
accordance with the Securities Purchase Agreement.
The transactions described in this Item 3.02 are exempt from registration
requirements pursuant to Section 4(2) and/or Rule 506 of Regulation D
promulgated under the Securities Act of 1933, as amended.
Copies of the Agreements related to this private placement are attached to
this Report as Exhibits. The Agreements include the Investor 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 first closing of the private placement. The Company
issued a Press Release in reliance on Rule 135 on June 7, 2005 announcing that
it entered into a $750,000 private placement of convertible preferred stock and
warrants based upon the Securities Purchase Agreement.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit Description Location
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Exhibit 4.1 Securities Purchase Agreement dated as of May 27, 2005
between the Company and Cornell Capital Partners, LP Provided herewith
Exhibit 4.2 Registration Rights Agreement dated as of May 27, 2005
between the Company and Cornell Capital Partners, LP Provided herewith
Exhibit 4.3 Certificate of Designations of the Series E Convertible Incorporated by reference to
Preferred Stock Exhibit 4.4 of Current Report on
Form 8-K dated April 19, 2005
Exhibit 4.4 Warrant Provided herewith
Exhibit 99.1 Press Release issued on June 7, 2005. Provided herewith
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.
AVITAR, INC.
Date: June 8, 2005
By: /s/ JAY LEATHERMAN
Name: Jay Leatherman
Title: Chief Financial Officer