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): January 5, 2012

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)

3530 Toringdon Way, Suite 200, 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 8.01. Other Events.

On January 5, 2012, Chelsea Therapeutics International, Ltd. issued a press release announcing its intention to offer, subject to market and other conditions, $20.0 million of its common stock in an underwritten public offering pursuant to its existing shelf registration statement. Leerink Swann LLC is acting as the sole book-running manager for the offering. Needham & Company, LLC and Roth Capital Partners, LLC are acting as the co-managers of the offering. Chelsea intends to grant the underwriters a 30-day option to purchase up to additional 15% of the shares sold in the public offering to cover over-allotments, if any. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On July 26, 2011, Chelsea filed a prospectus supplement to its registration statement on Form S-3 (No. 333-171628), and on December 29, 2011, filed an amendment to that prospectus supplement (together, the “ATM prospectus supplement”), in each case in connection with a potential at-the-market common equity sales program for the sale of up to $19,750,000 of its common stock. Chelsea has not issued a sales notice or offered or sold any shares, and will not issue a sales notice or offer or sell any shares, in connection with the potential at-the-market program pursuant to the ATM prospectus supplement, which ATM prospectus supplement is deemed terminated.

At December 31, 2011, Chelsea’s cash and short-term investments totaled $45.6 million.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated January 5, 2012.

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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.

	CHELSEA THERAPEUTICS INTERNATIONAL, LTD.
Date: January 5, 2012	/s/ J. Nick Riehle
	J. Nick Riehle, Chief Financial Officer

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EX-99.1

Exhibit 99.1

Press Release

CHELSEA THERAPEUTICS ANNOUNCES PROPOSED PUBLIC OFFERING

OF COMMON STOCK

Charlotte, NC, January 5, 2012 – Chelsea Therapeutics International, Ltd. (Nasdaq: CHTP) announced today its intention to offer, subject to market and other conditions, $20.0 million of its common stock in an underwritten public offering pursuant to its existing shelf registration statement. The company also intends to grant to the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock sold in the public offering to cover over-allotments, if any.

Leerink Swann LLC is acting as the sole book-running manager for the offering. Needham & Company, LLC and Roth Capital Partners, LLC are acting as the co-managers of the offering.

The securities described above are being offered by Chelsea pursuant to a registration statement previously filed and declared effective by the Securities and Exchange Commission. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering. The offering may be made only by means of a prospectus, copies of which may be obtained, when available, from Leerink Swann LLC, Attention: Syndicate Prospectus Department, One Federal Street, 37th Floor, Boston, Massachusetts 02110, by telephone at 617-918-4814, or by facsimile at 617-918-4914.

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, including Northera™ (droxidopa), an orally active synthetic precursor of norepinephrine initially being developed for the treatment of neurogenic orthostatic hypotension, and CH-4051, a metabolically inert oral antifolate engineered to have potent anti-inflammatory and anti-tumor activity to treat a range of immunological disorders.

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 risks relating to the completion of the public offering, including the satisfaction of customary closing conditions and the use of anticipated proceeds, our need to raise additional operating capital in the future, our history of losses, risks and costs of drug development, risk of regulatory approvals, our reliance on our lead drug candidates droxidopa and CH-4051, reliance on collaborations and licenses, intellectual property risks, competition, market acceptance for our products if any are approved for marketing, reliance on key personnel including specifically Dr. Pedder and other risks set forth in our public filings made with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K/A.

Press Release

Investors:	Media:
Kathryn McNeil	Lauren Tortorete
Chelsea Therapeutics	Hill & Knowlton
704-973-4231	212-885-0348
mcneil@chelseatherapeutics.com	lauren.tortorete@hillandknowlton.com