0001104659-12-010297.txt : 20120216 0001104659-12-010297.hdr.sgml : 20120216 20120216060045 ACCESSION NUMBER: 0001104659-12-010297 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120215 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20120216 DATE AS OF CHANGE: 20120216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOSANTE PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001023024 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 582301143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31812 FILM NUMBER: 12617584 BUSINESS ADDRESS: STREET 1: 111 BARCLAY BLVD CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 8474780500 MAIL ADDRESS: STREET 1: 111 BARCLAY BLVD CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: BEN ABRAHAM TECHNOLOGIES INC DATE OF NAME CHANGE: 19991027 8-K 1 a12-5226_18k.htm 8-K

 

 

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 (Date of earliest event reported):  February 15, 2012

 

BIOSANTE PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-31812

 

58-2301143

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
Number)

 

111 Barclay Boulevard
Lincolnshire, Illinois

 

60069

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (847) 478-0500

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 February 15, 2012, BioSante Pharmaceuticals, Inc. (“BioSante”) entered into a privately-negotiated securities exchange agreement with a holder (the “Holder”) of BioSante’s 3.125% convertible senior notes due May 1, 2013 (the “Notes”), pursuant to which BioSante agreed to issue 4,485,159 shares of its common stock, $0.0001 par value per share (the “Shares”), to the Holder in exchange for cancellation of an aggregate of $4.0 million principal amount of the Notes, including accrued and unpaid interest.   Neither the Shares nor the issuance of such Shares were registered under the Securities Act of 1933 (the “Act”). BioSante issued the Shares in a transaction exempt from the registration requirements of the Act by virtue of the exemption provided for in Section 3(a)(9) of the Act for securities exchanged by the issuer with an existing security holder. No commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. Following such exchange, an aggregate of $11.8 million principal amount of the Notes will remain outstanding.

 

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SIGNATURE

 

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.

 

 

BIOSANTE PHARMACEUTICALS, INC.

 

 

 

 

 

 

By:

/s/ Phillip B. Donenberg

 

 

Phillip B. Donenberg

 

 

Senior Vice President of Finance,

 

 

Chief Financial Officer and Secretary

 

Dated:  February 16, 2012

 

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