UNITED STATES
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 event reported): August 16, 2010
Synergy Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Florida |
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333-131722 |
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20-3823853 |
(State or other jurisdiction |
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(Commission |
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IRS Employer |
of incorporation or organization) |
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File Number) |
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Identification No.) |
420 Lexington Avenue, Suite 1609
New York, NY 10170
(Address of principal executive offices)
Registrants telephone number, including area code: (212) 297-0020
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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
On August 16, 2010, Synergy Pharmaceuticals, Inc. (the Company) entered into a securities purchase agreement with an accredited investor to sell securities and raise gross proceeds of $400,000 in a private placement. The Company sold 98,765 units to the investor with each unit consisting of one share of the Companys common stock and one warrant to purchase one additional share of the Companys common stock. The purchase price paid by the investor was $4.05 for each unit. The warrants expire after five years and are exercisable at $4.25 per share. Net proceeds from the transaction will be used for general corporate purposes.
In connection with the offer and sale of securities to the investor, the Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the Securities Act), and Regulation D promulgated thereunder.
SIGNATURE
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.
Dated: August 18, 2010
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SYNERGY PHARMACEUTICALS, INC. |
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By: |
/s/ Gary S. Jacob |
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Gary S. Jacob, Ph.D. |
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President and Chief Executive Officer |