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): June 15, 2004

INSITE VISION INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	000-22332	94-3015807
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification Number)

Insite Vision Incorporated

965 Atlantic Avenue

Alameda, California 94501

(Address of principal executive offices)

Registrant’s telephone number, including area code: (510) 865-8800

Not Applicable

(Former name or former address, if changed since last report.)

TABLE OF CONTENTS

ITEM 5.	OTHER EVENTS	3
ITEM 7.	EXHIBITS	3
	SIGNATURES	4
	EXHIBIT INDEX	5
	Exhibit 99.1

2

ITEM 5. OTHER EVENTS

On June 15, 2004, InSite Vision Incorporated (“InSite Vision”) issued a press release announcing that after receiving stockholder approval it had completed the final closing (the “Final Closing”) of a private placement (the “Offering”) to accredited investors of shares of its common stock (“Common Stock”) and warrants to purchase shares of Common Stock pursuant to subscription agreements (the “Subscription Agreements”) entered into between InSite Vision and such investors (the “Subscribers”) on March 26, 2004. Pursuant to the terms of the Subscription Agreements the Subscribers agreed to purchase from InSite Vision an aggregated of 1,650 units (the “Units”), of which 1,456 Units, consisting of an aggregate of 29,120,000 shares of Common Stock and warrants to purchase 14,560,000 shares of Common Stock, were sold at the Final Closing. The remaining 194 Units, consisting of 3,880,000 shares of Common Stock and warrants to purchase 1,940,000 shares of Common Stock, were sold to the Subscribers at the initial closing on March 26, 2004.

Paramount BioCapital, Inc. (the “Placement Agent”) acted as the placement agent for the Offering and will receive customary fees for such services. In addition, the Placement Agent received a non-redeemable five-year warrant exercisable for 750,000 shares of Common Stock at an exercise price of $0.55 per share, the issuance of which was also approved by InSite Vision’s stockholders.

Copies of the form of Subscription Agreements, the Class A Warrants, the Class B Warrants, the Placement Warrant and the Placement Agent Agreement were filed as exhibits to the Current Report on Form 8-K filed by InSite Vision on March 29, 2004. A copy of InSite Vision’s press release announcing the Final Closing of the Offering is attached hereto as Exhibit 99.1. The foregoing descriptions of the Offering and the related press release, agreements and documents are only summary and are qualified in their entirety by reference to the documents filed as exhibits to this Current Report on Form 8-K and the Current Report on Form 8-K filed on March 29, 2004, which exhibits are hereby incorporated by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

Exhibit No.	Description
99.1	InSite Vision Incorporated Press Release dated June 15, 2004.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		INSITE VISION INCORPORATED
Dated: June 16, 2004	by:	/s/ S. Kumar Chandrasekaran, Ph.D.
		S. Kumar Chandrasekaran, Ph.D.
		Chairman of the Board,
		Chief Executive Officer, President and Chief Financial Officer (on behalf of the registrant and as principal financial and accounting officer)

4

EXHIBIT INDEX

Number	Exhibit Table
99.1	InSite Vision Incorporated Press Release dated June 15, 2004.

5

EX-99.1

EXHIBIT 99.1

COMPANY CONTACTS:	INVESTOR CONTACTS:	MEDIA CONTACTS:
InSite Vision Incorporated	Lippert/Heilshorn & Associates, Inc.	Lippert/Heilshorn & Associates, Inc
S. Kumar Chandrasekaran, CEO	Bruce Voss (bvoss@lhai.com)	Chenoa Taitt (ctaitt@lhai.com)
Sandra Heine, Director of Finance	Jody Cain (jcain@lhai.com)	Michael Hopkins (mhopkins@lhai.com)
(510) 865-8800	(310) 691-7100	(212) 838-3777
www.insitevision.com	www.lhai.com	www.lhai.com

For Immediate Release

INSITE VISION COMPLETES $16.5 MILLION PRIVATE PLACEMENT

ALAMEDA, Calif. (June 15, 2004) – InSite Vision Incorporated (AMEX: ISV), an ophthalmic therapeutics, diagnostics and drug-delivery company, today announced that it has completed a $16.5 million private placement with the receipt of net proceeds from the $14.6 million final tranche. Stockholder approval for the financing, a pre-condition to its completion, was announced at the InSite Vision 2004 Annual Meeting of Stockholders held June 1, 2004 and in a press release issued the same day. Paramount BioCapital, Inc. served as InSite Vision’s sole placement agent for this financing.

“We again thank our stockholders for their continued support and welcome our new investors,” said S. Kumar Chandrasekaran, Ph.D., InSite Vision’s president and chief executive officer. “With the financing completed, we are finalizing preparations to enter Phase 3 trials with our lead product candidate, AzaSite^™. We are clearly focused on development of this ocular antibacterial drug, which we believe has significant advantages compared with what is currently on the market.”

InSite Vision obtained the first tranche of the private placement on March 26, 2004. Final closing of the financing and receipt of the remaining $14.5 million was subject to stockholder approval of the sale and issuance of shares of InSite Vision common stock and warrants, and approval to increase the authorized number of shares for issuance by an additional 60 million shares, resulting in an aggregate of 120 million shares of authorized common stock. All measures regarding this private placement and other proposed items in the Company’s Proxy Statements were approved at the Company’s 2004 Annual Meeting of Stockholders.

InSite Vision is an ophthalmic products company focused on ocular infections, glaucoma and retinal diseases. The Company’s lead product is AzaSite, which targets infections of the eye. In the area of glaucoma, the Company conducts genomic research using TIGR and other genes. A portion of this research has been incorporated into the Company’s OcuGene® glaucoma genetic test for disease management, as well as ISV-205, its novel glaucoma therapeutic. ISV-205 uses InSite Vision’s proprietary DuraSite® drug-delivery technology, which also is incorporated into the ocular infection product AzaSite, and InSite Vision’s retinal disease program. Additional information can be found at www.insitevision.com.

This press release may contain, among other things, certain statements of a forward-looking nature relating to future events or the future business performance or future financing of InSite Vision such as the timing of initiation and completion of future clinical trials, and the success thereof and the filing and possible approval of an NDA for AzaSite. Such statements entail a number of risks and uncertainties, including but not limited to: InSite Vision’s ability to commence and complete future clinical trials for AzaSite and file an NDA for this product candidate, the results of its clinical trials, particularly for AzaSite, the effects of its expense control activities on its operations and product development; its ability to obtain regulatory approval and market acceptance of its products, OcuGene glaucoma genetic test, AzaSite and ISV-205; InSite Vision’s ability to maintain and develop

additional collaborations and commercial agreements with corporate partners, including those with respect to AzaSite and ISV-205; its reliance on third parties for the development, marketing and sale of its products; the initiation and results of preclinical and clinical studies; its ability to adequately protect its intellectual property; and determinations by the FDA, including those with respect to OcuGene, AzaSite and ISV-205. Reference is made to the discussion of risk factors detailed in InSite Vision’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the 2003 fiscal year and Form 10-Q for the quarter ended March 31, 2004. Any projections in this release are based on limited information currently available to InSite Vision, which is subject to change. Although any such projections and the factors influencing them will likely change, InSite Vision undertakes no obligation to update the information. Such information speaks only as of the date of this release. Actual events or results could differ materially and no reader of this release should assume later that the information provided today is still valid.

Note to Editors: OcuGene is written with a “small cap” G; if doing so is not possible, please use an upper case G. InSite Vision Incorporated, InSite Vision, DuraSite and OcuGene are trademarks of InSite Vision Incorporated. Other trademarks that may be mentioned in this release are the intellectual property of their respective owners.

# # #