8-K 1 d8k.htm FORM 8-K Form 8-K

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) February 22, 2005

 


 

VIROLOGIC, INC.

(Exact name of registrant as specified in its chapter)

 


 

Delaware   000-30369   94-3234479

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

345 Oyster Point Blvd.

South San Francisco, California

  94080
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (650) 635-1100

 


 

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 2.02. Results of Operations and Financial Condition.

 

On February 22, 2005, ViroLogic, Inc. issued a press release announcing financial results for the fourth quarter and year ended December 31, 2004. A copy of such press release, entitled “ViroLogic Announces Year End 2004 Financial Results,” is furnished herewith as Exhibit 99.1.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

On October 19, 2004, we issued 101,328 shares of our common stock to a holder of our outstanding warrants upon such holder’s net exercise of warrants. For this issuance, we relied on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).

 

On February 18, 2005, we issued 958,024 shares of our common stock to a holder of our outstanding warrants upon such holder’s net exercise of warrants. For this issuance, we relied on the exemption provided by Section 4(2) of the Securities Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit

Number


 

Description


99.1   Press Release, dated February 22, 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.

 

   

ViroLogic, Inc.

(Registrant)

Date: February 22, 2005

 

By:

 

/s/ Kathy L. Hibbs


       

Kathy L. Hibbs

       

Vice President, General Counsel


INDEX TO EXHIBITS

 

Exhibit

Number


 

Description


99.1   Press Release, dated February 22, 2005.