8-K

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): March 22, 2007

CHELSEA THERAPEUTICS INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

Delaware	000-51462	20-3174202
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID Number)

13950 Ballantyne Corporate Place, Unit 325, Charlotte, North Carolina	28277
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (704) 341-1516

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.

Pursuant to a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 20, 2007, Chelsea Therapeutics International, Ltd. (the “Company”) disclosed that it had entered into definitive securities purchase agreements to raise approximately $12.5 million, before placement agent fees and offering expenses, through the sale of 2,648,306 shares of its $0.0001 par value common stock to existing institutional and accredited investors at a price of $4.72 per share. In addition, the securities purchase agreements provide that the Company will issue to the investors warrants for the purchase of 794,492 additional shares of common stock. The warrants have a five-year term, are immediately exercisable at an exercise price of $5.66 per share, and are redeemable at the Company’s option for $0.0001 per share in the event that the volume weighted average closing bid price of the Company’s common stock for any twenty (20) consecutive trading days is at least $12.00 per share (subject to adjustment for any stock splits, combinations or other similar events with respect to the Company’s common stock). The purchase and sale of the shares and accompanying warrants was completed on March 22, 2007.

In connection with the closing of the financing, the Company paid $574,219 as fees to Leerink Swann & Company for acting as placement agent, as well as an additional $66,855 as reimbursement for certain expenses. The Company also paid $190,000 to ThinkEquity Partners, who acted as the Company’s financial advisor.

Neither the shares of common stock purchased by the investors nor the shares of common stock underlying the warrants were registered under the Securities Act of 1933 in reliance upon the exemption from registration provided by Section 4(2) and Regulation D under the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving any public offering. The investors qualified as accredited investors, as defined in Regulation D, in order to receive the common stock and the warrants. The shares of common stock and the shares of common stock underlying the warrants cannot be sold unless they are subsequently registered under the Securities Act or an exemption from registration is available. Under the terms of the offering we have agreed to file a registration statement with the SEC within 30 days of the closing for the shares of common stock sold and the shares of common stock underlying the warrants.

A copy of the press release announcing the closing of the offering is attached to this report as Exhibit 99.1 and is incorporated herein by reference. A copy of the form of subscription agreement and warrant for the offering was filed as Exhibit 10.11 to the Current Report on Form 8-K filed on March 20, 2007.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Document
99.1	Press release dated March 22, 2007.

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.

	CHELSEA THERAPEUTICS INTERNATIONAL, LTD.
Date: March 23, 2007	/s/ J. Nick Riehle
	J. Nick Riehle, Chief Financial Officer

EX-99.1

Exhibit 99.1

[GRAPHIC APPEARS HERE] Press Release

Chelsea Therapeutics Completes $12.5 Million Equity Financing

Charlotte, NC, March 22, 2007 – Chelsea Therapeutics International, Ltd. (NASDAQ: CHTP) announced the closing of its previously announced $12.5 million private placement with institutional and other accredited investors. The investment in Chelsea included the sale and issuance of approximately 2.6 million shares of Chelsea’s common stock and warrants to purchase up to approximately 794,000 additional shares of common stock. Leerink Swann & Company served as the placement agent with ThinkEquity Partners acting as financial advisor for the offering.

The proceeds from this financing will be used to fund the continued clinical development of CH-1504 including Phase II trials in rheumatoid arthritis, initiation of pivotal Phase III trials of Droxidopa in neurogenic orthostatic hypotension, expansion of its Droxidopa clinical program into other indications, and general working capital.

About Chelsea Therapeutics

Chelsea Therapeutics is a biopharmaceutical development company that acquires and develops innovative products for the treatment of a variety of human diseases. The Company is currently developing a library of metabolically inert antifolate compounds engineered to have potent anti-inflammatory and anti-tumor activity to treat a range of immunological disorders. Early clinical data suggests that Chelsea’s lead antifolate compound, CH-1504, is a safe and effective treatment alternative to methotrexate for RA and may have further applications for psoriasis, IBD and certain cancers. Chelsea’s antifolate program is complemented by a strategic partnership with Active Biotech AB for the joint development of a portfolio of therapeutics targeting immune-mediated inflammatory disorders and transplantation. In addition to its autoimmune pipeline, Chelsea is developing Droxidopa, an orally active synthetic precursor of norepinephrine, for the treatment of neurogenic orthostatic hypotension. Currently approved and marketed in Japan, Droxidopa has accumulated over 15 years of proven safety and efficacy, historically generating annual revenues of approximately $50 million in Japan.

This press release contains forward-looking statements regarding future events. These statements are just predictions and are subject to risks and uncertainties that could cause the actual events or results to differ materially. These risks and uncertainties include our history of losses and need to raise more money, reliance on collaborations and licenses, risks and costs of drug development, regulatory approvals, intellectual property risks, competition, market acceptance for our products if any are approved for marketing, reliance on key personnel including specifically Dr. Pedder, management of rapid growth, the need to acquire or develop additional products and the other risk factors set forth from time to time in our SEC filings.

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Chelsea Therapeutics:

Nick Riehle	Kathryn McNeil
Chief Financial Officer	Investor/Media Relations
704-341-1516 x101	718-788-2856