form8k_rodmancsfinancing.htm
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): May 22, 2007
AEOLUS
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
|
0-50481
|
|
56-1953785
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification
No.)
|
23811
Inverness Place
Laguna
Niguel, California 92677
(Address
of Principal Executive Offices, Including Zip Code)
949-481-9825
(Registrant’s
Telephone Number, Including Area Code)
__________________
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
1.01. Entry
into a Material Definitive Agreement.
On
May
22, 2007, Aeolus Pharmaceuticals, Inc. (the "Company") entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with fifteen accredited
institutional investors (the “Investors”) pursuant to which the Company sold to
the Investors an aggregate of 2,666,667 shares of the Company’s common
stock (the “Shares”) at a purchase price of $0.75 per share for aggregate gross
proceeds of $2,000,000 and issued to the Investors warrants (the “Warrants”) to
purchase up to an aggregate of 2,000,001 additional shares of common stock
of
the Company with an exercise price of $0.75 per share (the "Financing").
The
Warrants are exercisable until May 22, 2012 and contain a “cashless exercise”
feature that allows the Investors to exercise the Warrants without a cash
payment to the Company under certain circumstances. The Purchase
Agreement and the form of Warrant are filed as Exhibit 10.1 and Exhibit 10.2,
respectively, to this Current Report on Form 8-K and incorporated herein
by this
reference.
In
connection with the Financing, the Company also entered into a Registration
Rights Agreement (the “Registration Rights Agreement”) with the
Investors. Pursuant to the Registration Rights Agreement, the Company
agreed to file one or more registration statements (collectively, the
“Registration Statements”) with the Securities and Exchange Commission (the
“SEC”) covering the resale of the Shares and all shares of common stock issuable
upon exercise of the Warrants. The Company also agreed to use its best efforts
to have the Registration Statements declared effective by the SEC within
a
certain number of days after filing and to keep the Registration Statements
effective for a specified period. In the event that these conditions
are not fulfilled, and under certain other circumstances, the Company will
be
required to pay the Investors liquidated damages in the amounts prescribed
in
the Registration Rights Agreement. The Registration Rights Agreement
is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated
herein by this reference.
The
net
proceeds to the Company from the Financing, after deducting for expenses,
were
approximately $1.7 million. The Company intends to use the net proceeds from
the
Financing to finance the clinical development of AEOL 10150 and to fund ongoing
operations of the Company.
Rodman
& Renshaw, LLC (“Rodman”) served as a placement agent for the Company in
connection with the Financing. As a result, pursuant to the terms of
the letter agreement, dated April 30, 2007 (the “Letter Agreement”), between the
Company and Rodman, the Company paid to Rodman a fee equal to 7% of the
aggregate gross proceeds from the Financing and issued to Rodman a warrant,
in
the form attached hereto as Exhibit 10.2, to purchase that number of shares
of
common stock equal to 7% of the number of Shares purchased by the
Investors. The Letter Agreement is filed as Exhibit 10.3 to this
Current Report on Form 8-K and incorporated herein by this
reference.
Item
3.02. Unregistered
Sales of Equity Securities.
The
securities described in Item 1.01 above were offered and sold in reliance
upon
exemptions from registration pursuant to Section 4(2) under the Securities
Act
of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder.
The agreements executed in connection with the Financing contain representations
to support the Company’s reasonable belief that each Investor had access to
information concerning the Company’s operations and financial condition, each
Investor acquired the securities for its own account and not with a view
to the
distribution thereof in the absence of an effective registration statement
or an
applicable exemption from registration, and that each Investor is sophisticated
within the meaning of Section 4(2) of the Securities Act and an “accredited
investor” (as defined by Rule 501 under the Securities Act). In addition, the
issuances did not involve any public offering; the Company made no solicitation
in connection with the Financing other than communications with the Investors;
the Company obtained representations from each Investor regarding its investment
intent, experience and sophistication; and each Investor either received
or had
access to adequate information about the Company in order to make informed
investment decisions.
At
the
time of their issuance, the securities were deemed to be restricted securities
for purposes of the Securities Act, and the certificates representing the
securities bear legends to that effect.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 3.02 by reference.
Item 8.01 Other
Events.
On
May
22, 2007, the Company issued a press release announcing the completion of
the
Financing. The text of the press release is set forth in Exhibit 99.1 attached
to this Current Report on Form 8-K and incorporated herein by this
reference.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
#
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Description
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4.1
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Registration
Rights Agreement dated May 22, 2007 by and among the Company and
each of
the Purchasers whose names appear on the Schedule attached
thereto.
|
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10.1
|
|
Securities
Purchase Agreement dated May 22, 2007 by and among the Company
and the
investors whose names appear on the signature pages
thereof.
|
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10.2
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Form
of Warrant to Purchase Common Stock dated May 22, 2007.
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10.3
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Letter
Agreement dated April 30, 2007 by and between the Company and Rodman
and
Renshaw, LLC
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99.1
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Press
Release dated May 22, 2007
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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 hereunto duly
authorized.
AEOLUS
PHARMACEUTICALS,
INC.
Date: May
22, 2007
/s/
Michael P.
McManus___________________
Michael
P. McManus
Chief
Financial Officer, Treasurer and Secretary