- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 DATE OF REPORT: MARCH 31, 1999 --------------------------------- (Date of earliest event reported) BIOSPHERICS INCORPORATED - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-5576 52-0849320 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation) Identification No.) 12051 Indian Creek Court, Beltsville, Maryland 20705 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code: (301) 419-3900 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS In December 1997, Biospherics Incorporated (the "Company") completed a $3 million private offering of 375,000 units to a single institutional investor (the "Investor"). Each unit consisted of two (2) shares of Common Stock and two (2) warrants, with exercise prices of $4.00 and $4.500 per share, respectively. The warrants are exercisable throughout a three (3) year period. Prior to March 31, 1999, the Investor exercised warrants with an exercise price of $4.00 per share for 125,000 shares of Common Stock. All shares issued in connection with the December 1997 private placement, including all which may be issued pursuant to exercise of the warrants, have been registered by the Company's Registration Statement on Form S-3 (Registration No. 333-44973). On March 31, 1999, the Investor agreed to exercise the balance of its $4.00 per share warrants (i.e., for 250,000 shares of Common Stock) in consideration for the Company's grant to the Investor of a new three-year warrant for 250,000 shares of Common Stock with an exercise price of $8.00 per share (the "New Warrant"). As part of the transaction, the Company has agreed to register the shares of Common Stock underlying the New Warrant. 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. Biospherics Incorporated By: /s/ Gilbert V. Levin ----------------------------------------- Name: Gilbert V. Levin Title: President and Chief Executive Officer Date: April 15, 1999