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): September 10, 2003
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AEROGEN, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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(State or other jurisdiction of incorporation) |
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0-31913 |
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33-0488580 |
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(Commission File No.) |
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(IRS Employer Identification No.) |
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2071
Stierlin Court |
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(Address of principal executive offices and zip code) |
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Registrant’s telephone number, including area code: (650) 864-7300 |
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Item 5. Other Events.
On September 10, 2003, Aerogen, Inc., a Delaware corporation (the “Company”), closed the first round of a planned two-round convertible debt financing, which, when completed, will result in gross proceeds to Aerogen of between $1.45 million and $2.95 million from SF Capital Partners, Ltd. (the “Financing”). The first $950,000 of the investment has been made available to the Company immediately; the remaining investment of between $0.5 million and $2 million is anticipated to close upon receipt of approval by the stockholders of the Company at a meeting scheduled for October 30, 2003. The transaction agreements effecting the Financing are attached as Exhibits 10.13, 10.14 , 10.15 and 10.16 hereto. A press release announcing the financing is attached as Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial statement of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits
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Exhibit |
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Description |
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10.13 |
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Loan and Securities Purchase, dated as of September 9, 2003, by and between the Company and SF Capital Partners, Ltd. (“SF Capital”). |
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10.14 |
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Debenture, dated as of September 9, 2003, issued by the Company in favor of SF Capital. |
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10.15 |
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Registration Rights Agreement, dated as of September 9, 2003, by and between the Company and SF Capital. |
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10.16 |
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Warrant, dated as of September 9, 2003, issued by the Company in favor of SF Capital. |
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99.1 |
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Press Release, dated September 11, 2003, entitled “Aerogen, Inc. Announces First Closing of Private Offering of Convertible Debentures and Warrants.” |
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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, thereunto duly authorized.
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AEROGEN, INC. |
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Dated: October 7, 2003 |
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/s/ |
Robert S. Breuil |
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Name: |
Robert S. Breuil |
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Title: |
Chief Financial Officer and Vice |
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INDEX TO EXHIBITS
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Exhibit |
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Description |
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10.13 |
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Loan and Securities Purchase, dated as of September 9, 2003, by and between the Company and SF Capital Partners, Ltd. (“SF Capital”). |
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10.14 |
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Debenture, dated as of September 9, 2003, issued by the Company in favor of SF Capital. |
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10.15 |
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Registration Rights Agreement, dated as of September 9, 2003, by and between the Company and SF Capital. |
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10.16 |
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Warrant, dated as of September 9, 2003, issued by the Company in favor of SF Capital. |
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99.1 |
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Press Release, dated September 11, 2003, entitled “Aerogen, Inc. Announces First Closing of Private Offering of Convertible Debentures and Warrants.” |
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