UNITED STATES
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): July 18, 2005
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PharmaFrontiers Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Texas
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(State or Other Jurisdiction of Incorporation)
000-25513 76-0333165
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(Commission File Number) (I.R.S. Employer Identification No.)
2408 Timberloch Place, Suite B-7
The Woodlands, Texas 77380
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (281) 272-9331
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 (see General Instruction A.2. below):
[ ] 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))
Item 3.02. Unregistered Sales of Equity Securities.
On July 18, 2005 the Company completed a private placement to institutional
and other accredited investors and issued 507,292 units at $1.50 per unit; each
unit is comprised of one share of newly issued common stock and three separate
types of warrants to purchase a total of 2.75 shares of common stock as follows:
a Series A Warrant for 1.25 shares with an exercise price of $2.00 which expires
on the later of January 25, 2006 or five months after the registration statement
referred to below is declared effective; a Series B Warrant for one-half of a
share with an exercise price of $2.90 which expires on the later of September
25, 2006 or 12 months after the registration statement referred to below is
declared effective; and a Series C Warrant for one share with an exercise price
of $4.00 that expires on May 25, 2010. Aggregate gross proceeds to the Company
were approximately $.76MM.
The securities were offered and sold to 13 "accredited investors," as such
term is defined in Rule 501 under the Securities Act ("Act"). The offers and
sales were made without registration under the Act, or the securities laws of
certain states, in reliance on the exemptions provided by Section 4(2) of Act
and Regulation D under the Act and in reliance on similar exemptions under
applicable state laws.
In connection with the private placement, PharmaFrontiers filed a
registration statement on Form SB-2 on July 19, 2005, to register the resale of
the shares of common stock, including the shares underlying the warrants, in
both this offering and the offering reported in the Form 8-K filed with the SEC
on June 20, 2005.
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.
PHARMAFRONTIERS CORP.
By: /s/ David B. McWilliams
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David B. McWilliams, Chief Executive Officer
DATE: July 19, 2005