ogtx8-k.htm
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 reported):
(July
5,
2007) November 9, 2007
Organetix,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
|
000-29462
|
73-1556428
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
c/o
Sanders, Ortoli, Vaughn-Flam, Rosenstadt LLP
501
Madison Avenue – 14th Floor
New
York,
NY 10022
(Address
of Principal Executive Offices)(Zip Code)
917-796-9926
(Registrant's
Telephone Number, Including Area Code)
Item
3.02 Unregistered Sales of Equity Securities
On
October 25, 2007 Organetix completed the sale of 6,333,335 shares of its common
stock at a price of $0.06 per share to 15 shareholders of Organetix for an
aggregate of $380,000 (“Private Placement”). Although Organetix began selling
shares in the Private Placement on July 5, 2007, Organetix management kept
the
Private Placement open for an extended period of time to allow additional funds
to be raised in the event such was necessary to close the now terminated
KidFitness, Inc. acquisition. The Private Placement was exempt from registration
pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended.
There was no underwriter to the Private Placement and no commissions were paid
to any party. The proceeds of the Private Placement were used for general
corporate purposes.
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.
ORGANETIX,
INC.
By:
/s/ Seth Shaw
Seth
Shaw
President