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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 1997
BIOSPHERICS-Registered Trademark- INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 0-5576 52-0849320
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(Name or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
12051 Indian Creek Court, Beltsville, Maryland 20705
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 301-419-3900
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Item 5. Other Events.
Biospherics Incorporated announced the completion of a $3 million private
offering of units consisting of shares of its common stock and warrants.
Wharton Capital, a New York-based financial consulting firm, helped
facilitate the transaction and received a cash fee of $150,000 and 40,000
units (each unit consisting of two shares of common stock and one warrant
exercisable at $4 per share). A copy of the definitive agreements between
the Registrant and the Investor and the press release issued by Biospherics
Incorporated are attached hereto as Exhibits to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(10.1) Securities Purchase Agreement, dated as of December 12, 1997,
by and between Biospherics Incorporated and RGC International
Investors, LDC (filed herewith).
(10.2) Exhibit A-1 to Securities Purchase Agreement - Form of Warrants
to be issued by Registrant (filed herewith).
(10.3) Exhibit A-2 to Securities Purchase Agreement - Form of Warrants
to be issued by Registrant (filed herewith).
(10.4) Exhibit B to Securities Purchase Agreement - Registration Rights
Agreement, dated as of December 12, 1997, by and among Biospherics
Incorporated and RGC International Investors, LDC (filed herewith).
(99) Press Release dated December 17, 1997.
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.
Date: December 18, 1997
Biospherics Incorporated
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(Registrant)
/s/ Jeffrey W. Church
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(Signature)
Name: Jeffrey W. Church
Title: Executive Vice President and
Chief Financial Officer