SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) July 12, 2002
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Antares Pharma, Inc.
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(Exact Name of Registrant as Specified in Charter)
Minnesota 0-20945 41-1350192
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
707 Eagleview Boulevard, Suite 414, Exton, PA 19341
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 610.458.6200
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On July 12, 2002, Antares Pharma, Inc. (the "Company") and several
investors entered into a Securities Purchase Agreement (the "Agreement") for the
sale and purchase of up to $2,000,000 aggregate principal amount of the
Company's 10% Convertible Debentures. The debentures are convertible into shares
of the Company's common stock at a conversion price which is the lower of $2.50
or 75% of the average of the three lowest intraday prices of the Company's
common stock, as reported on the Nasdaq SmallCap Market. Within 15 days of the
closing, the Company is obligated to file a registration statement with the
Securities and Exchange Commission to register the shares issuable upon
conversion of the debentures. Under the terms of the Agreement, the Company
received $700,000 upon closing of the transaction and will receive an additional
$700,000 when it files a registration statement to register the shares issuable
upon conversion of the debentures, and an additional $600,000 when such
registration statement is declared effective. Additionally, the Company intends
to hold a special meeting of its shareholders to approve the issuance of the
shares issuable upon conversion of the debentures. On July 15, 2002, the Company
issued a press release announcing the completion of the 10% Convertible
Debenture transaction, a copy of which is attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release dated July 15, 2002.
10.29 Securities Purchase Agreement, dated July 12, 2002, between
Antares Pharma, Inc. and AJW Partners, LLC; AJW/New
Millennium Offshore, Ltd.; Pegasus Capital Partners, LLC;
XMark Fund, L.P.; XMark Fund, Ltd.; SDS Merchant Fund, LP;
and OTATO Limited Partnership.
10.30 Registration Rights Agreement, dated July 12, 2002, between
Antares Pharma, Inc. and AJW Partners, LLC; AJW/New
Millennium Offshore, Ltd.; Pegasus Capital Partners, LLC;
XMark Fund, L.P.; XMark Fund, Ltd.; SDS Merchant Fund, LP;
and OTATO Limited Partnership.
10.31 Security Agreement, dated July 12, 2002, between Antares
Pharma, Inc. and AJW Partners, LLC; AJW/New Millennium
Offshore, Ltd.; Pegasus Capital Partners, LLC; XMark Fund,
L.P.; XMark Fund, Ltd.; SDS Merchant Fund, LP; and OTATO
Limited Partnership.
10.32 Form of Secured Convertible Debenture, dated July 12, 2002.
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.
ANTARES PHARMA, INC.
Date: July 17, 2002 By /s/ Roger Harrison
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Roger Harrison
Its Chief Executive Officer
EXHIBIT INDEX
99.1 Press Release dated July 15, 2002.
10.29 Securities Purchase Agreement, dated July 12, 2002, between
Antares Pharma, Inc. and AJW Partners, LLC; AJW/New
Millennium Offshore, Ltd.; Pegasus Capital Partners, LLC;
XMark Fund, L.P.; XMark Fund, Ltd.; SDS Merchant Fund, LP;
and OTATO Limited Partnership.
10.30 Registration Rights Agreement, dated July 12, 2002, between
Antares Pharma, Inc. and AJW Partners, LLC; AJW/New
Millennium Offshore, Ltd.; Pegasus Capital Partners, LLC;
XMark Fund, L.P.; XMark Fund, Ltd.; SDS Merchant Fund, LP;
and OTATO Limited Partnership.
10.31 Security Agreement, dated July 12, 2002, between Antares
Pharma, Inc. and AJW Partners, LLC; AJW/New Millennium
Offshore, Ltd.; Pegasus Capital Partners, LLC; XMark Fund,
L.P.; XMark Fund, Ltd.; SDS Merchant Fund, LP; and OTATO
Limited Partnership.
10.32 Form of Secured Convertible Debenture, dated July 12, 2002.