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): December
18, 2013
ADAMIS PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-26372 | 82-0429727 | ||||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||||
|
11455 El Camino Real, Suite 310 Del Mar, CA |
92130 | |||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code: (858) 997-2400
(Former name or Former Address, if Changed Since Last Report.)
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 (see General Instruction A.2. below):
| £ | 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 December 18, 2013, Adamis Pharmaceuticals Corporation issued a press release announcing the closing of its previously announced underwritten public offering of 3,720,000 shares of common stock at a public offering price of $5.95 per share. The gross proceeds to Adamis from the offering are $22,134,0000, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Adamis. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit Number |
Description | |
| 99.1 | Press release dated December 18, 2013. |
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.
| ADAMIS PHARMACEUTICALS CORPORATION | ||
| Dated: December 18, 2013 | By: | /s/ Robert O. Hopkins |
| Name: | Robert O. Hopkins | |
| Title: | Chief Financial Officer | |
Adamis Pharmaceuticals Corporation 8-k
Exhibit 99.1
Adamis Pharmaceuticals Announces Closing of Public Offering of Common
Stock
San Diego, California – December 18, 2013 – Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) today announced the closing of its previously announced underwritten public offering of 3,720,000 shares of common stock at a public offering price of $5.95 per share. The gross proceeds to Adamis from the offering are $22,134,0000, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Adamis.
Adamis intends to use approximately $7 million of the net proceeds from the offering to make the final payment to acquire the assets relating to the Taper dry powder inhaler technology pursuant to an agreement that the company entered into earlier this year. An additional approximately $7.2 million of the net proceeds are also expected to be used to pay in full all amounts owed under unconverted convertible promissory notes that were issued in a private placement financing transaction in June 2013. Remaining net proceeds are expected to be used to fund efforts to obtain regulatory approval for and launch the company’s Epinephrine PFS syringe product candidate, fund clinical trials and product development efforts, and for working capital and general corporate purposes, including payment of outstanding obligations and indebtedness.
CRT Capital Group, LLC acted as sole book-running manager for the offering, and Newport Coast Securities, Inc. acted as co-manager of the offering.
A registration statement on Form S-1 relating to the shares of common stock offered by the company was filed with the Securities and Exchange Commission and is effective. The final prospectus relating to the offering has been filed with the SEC and is available on the SEC’s web site at http://www.sec.gov. Copies of the final prospectus may be obtained from the SEC’s web site or from CRT Capital Group LLC, 262 Harbor Drive, Stamford, CT 06902.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
About Adamis Pharmaceuticals Corporation
Adamis Pharmaceuticals Corporation is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. The company’s current specialty pharmaceutical product candidates include the Epinephrine Injection PFS syringe product for use in the emergency treatment of anaphylaxis, APC-1000 and APC-5000 for the treatment of asthma and chronic obstructive pulmonary disease, and APC-3000, an HFA inhaled nasal steroid product for the treatment of allergic rhinitis. The company's vaccine product candidates and cancer drug product candidates under research and development include TeloB-VAX, a cell-based therapeutic cancer vaccine and three drugs, APC-100, APC-200, and APC-300, for the treatment of prostate cancer.
Adamis Contacts
Mark Flather
Director, Investor Relations &
Corporate Communications
Adamis Pharmaceuticals Corporation
(858) 412-7951
mflather@adamispharma.com