UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2006
BIONOVO, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction if incorporation)
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000-50073 87-0576481
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(Commission File Number) (I.R.S. Employer Identification No.)
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5858 Horton Street, Suite 375, Emeryville, California 94608
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(Address of principal executive offices)
(510) 601-2000
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(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On April 6, 2005, Bionovo, Inc., a Delaware corporation (the "Registrant"),
entered into a Registration Rights Agreement with investors in the April 6, 2005
private placement of the Registrant's now wholly-owned subsidiary, Bionovo
Biopharmaceuticals, Inc. On May 5, 2005, the Registrant entered into a similar
Registration Rights Agreement with investors in the Registrant's May 5, 2005
private placement. Both Registration Rights Agreements provided that the
Registrant would register for resale the Registrant's common stock (including
shares of the Registrant's common stock underlying warrants, the "Investor
Common Stock") acquired by investors as of April 6, 2005 and/or May 5, 2005. The
Registration Rights Agreements have previously been filed as exhibits to the
Registrant's Form 8-K's dated April 6, 2005 and May 5, 2005.
On March 8, 2006, the Registrant entered into amendments to the foregoing
Registration Rights Agreements, effective as of December 31, 2005, with the
investors in the April 6, 2005 and May 5, 2005 private placements. The
amendments amended the respective Registration Rights Agreements as follows:
(i) to delete the Registrant's mandatory obligation to register for resale the
shares of Investor Common Stock;
(ii) to delete such investors' rights to receive liquidated damages upon the
failure of the Registrant to timely file a registration statement to register
the Investor Common Stock for resale, to have such registration statement
declared effective by the SEC by a specified date and to maintain the
effectiveness of such registration statement; and
(iii) to grant such investors "piggy-back" registration rights with respect to
the Investor Common Stock.
In addition, the Registrant agreed in the amendments to use its commercially
reasonable best efforts to maintain the registration statement registering, in
part, the Investor Common Stock and declared effective by the SEC on November 2,
2005, for the period of time originally required by both Registration Rights
Agreements.
The amendments are filed as exhibits to this Current Report on Form 8-K.
Section 8 - Other Events
Item 8.01 Other Events
On January 6, 2006, the Registrant changed its transfer agent and registrar of
the Registrant's common stock to Colonial Stock Transfer, 66 Exchange Place,
Salt Lake City, Utah 84111.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit 10.22 First Amendment to Registration Rights Agreement
(relating to April 6, 2005 private placement)
Exhibit 10.23 Amendment to Registration Rights Agreement
(relating to May 5, 2005 private placement)
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.
BIONOVO, INC.
Date: March 10, 2006 By: /s/ James P. Stapleton
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Name: James P. Stapleton
Title: Chief Financial Officer
Principal Financial Officer
EXHIBIT INDEX
Exhibit Description of Exhibit
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10.22 First Amendment to Registration Rights Agreement (relating to
April 6, 2005 private placement)
10.23 Amendment to Registration Rights Agreement (relating to May 5,
2005 private placement)