UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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): May 2, 2006
AFP Imaging Corporation
(Exact name of registrant as specified in its charter)
New York 0-10832 13-2956272
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
250 Clearbrook Road
Elmsford, New York 10523
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 592-6100
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:
[ ] 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.
Effective May 2, 2006, we, AFP Imaging Corporation, sold and issued an
aggregate 2,777,777 shares of our common stock to a total of 12 accredited
investors, including eight institutional investors, in a private placement in
which Gabelli & Company, Inc., a registered broker-dealer, acted as placement
agent. We sold such shares at a price of $1.80 per share and received gross
proceeds of $5 million. We paid a commission to Gabelli & Company, Inc. of
$150,000 for its services as placement agent, plus an additional $18,000 as
reimbursement of the placement agent's expenses related to the private
placement. No warrants were issued to any of the subscribers in the private
placement. We have granted certain registration rights with respect to the
registration under the Securities Act of 1933, as amended, of the shares for
resale by the purchasers in the private placement. We believe that the sale and
issuance of the shares were exempt from the registration requirements of the
Securities Act pursuant to the provisions of Section 4(2) of the Securities Act
and Regulation D promulgated under the Securities Act.
Item 8.01. Other Events.
On May 3, 2006, we issued a press release, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in the Item
8.01 by reference thereto, which reported the sale and issuance of the shares of
our common stock discussed in Item 3.02 of this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Set forth below is a list of the exhibits to this Current Report on Form 8-K.
Exhibit
Number Description
- ---------- -----------
10.1 Form of Subscription Agreement of AFP Imaging Corporation utilized
in the private placement referred to in Item 3.02 of this Current
Report on Form 8-K, including registration rights granted to the
purchasers of the shares sold and issued in such private placement.
99.1 Press Release of AFP Imaging Corporation issued on May 3, 2006.
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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.
Dated: May 3, 2006
AFP Imaging Corporation
By: /s/ Elise Nissen
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Elise Nissen, Chief Financial Officer
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