8-K

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): February 20, 2004

ANTARES PHARMA, INC.

(Exact Name of Registrant as Specified in Charter)

Minnesota	0-20945	41-1350192
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

707 Eagleview Boulevard, Suite 414, Exton, PA	19341
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 458-6200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

THE FOLLOWING IS A SUMMARY OF THE DOCUMENTS DISCUSSED BELOW AND IS NOT INTENDED TO BE A COMPLETE DESCRIPTION OF SUCH DOCUMENTS OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF SUCH DOCUMENTS. REFERENCE IS MADE TO THE COPIES OF SUCH DOCUMENTS ATTACHED HERETO AS EXHIBITS FOR A COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF SUCH DOCUMENTS.

Item 5. Other Events and Required FD Disclosure

On February 20, 2004, Antares Pharma, Inc. (the “Company”) completed the second and final closing of a private placement of its common stock and warrants to several investors. In this second closing, the Company sold an additional 5,089,950 shares of its common stock, par value $.01 per share, for an aggregate purchase price of $5,089,950. The Company also issued to the investors five-year warrants (the “Warrants”) to purchase an aggregate of 1,696,647 shares of the Company’s common stock at an exercise price of $1.25 per share. In the two closings, the Company sold an aggregate of 14,639,950 shares of common stock, issued warrants to purchase an aggregate of 4,879,980 shares of common stock and received total aggregate proceeds of $14,639,950. The Company granted the investors customary demand and piggyback registration rights with respect to the shares of its common stock issued and that are issuable upon exercise of the Warrants.

SCO Securities LLC acted as placement agent for the transaction. Pursuant to the Company’s agreement with SCO, the Company paid to SCO (and to National Securities Corporation, through a sub-agreement) an aggregate amount of $407,196 (consisting of cash compensation of 7% of the aggregate amount received by the Company and expense reimbursement of 1%). The Company also issued to SCO and National Securities Corporation warrants to purchase an aggregate of 508,995 shares of the Company’s common stock at an exercise price of $1.00 (the “Agent’s Warrants”). In connection with the first closing, the Company had previously paid SCO cash compensation of $764,000 and issued a warrant to purchase 955,000 shares of common stock. Other than the difference in exercise price, the Agent’s Warrants and the Warrants are identical in form.

On February 23, 2004, the Company issued a press release announcing the completion of this transaction, a copy of which is attached hereto.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

10.62*	Form of Purchase Agreement, dated February 20, 2004, by and among Antares Pharma, Inc. and the Investors
10.63*	Form of Registration Rights Agreement, dated February 20, 2004, by and among Antares Pharma, Inc. and the Investors
10.64*	Form of Warrant, dated February 20, 2004
99.1	Press Release dated February 23, 2004

* Previously filed with the Company’s Form 8-K, filed on February 10, 2004, and incorporated herein by reference.

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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.

Date: February 23, 2004	ANTARES PHARMA, INC.
	By	/s/ Lawrence M. Christian
		Lawrence M. Christian
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

Contact Information
Dr. Roger Harrison	CEO and President	(610) 458-6200
Lawrence M. Christian	CFO and Vice President - Finance	(610) 458-6200

ANTARES PHARMA RAISES A TOTAL OF $14.6 MILLION IN

PRIVATE EQUITY PLACEMENT

Exton, Pennsylvania – February 23, 2004 – Antares Pharma, Inc. (OTCBB: ANTR) today announced that it raised an additional $5.1 million in its private placement of common stock at a price of $1.00 per share, bringing the total raised during the current private placement to $14,639,950. The Company issued to all purchasers five-year warrants to purchase, at an exercise price of $1.25 per share, an aggregate number of shares of common stock equal to 33% of the total number of shares of common stock sold. The transaction closed on Friday and funded today. SCO Securities LLC acted as the placement agent for the entire offering.

On February 10, 2004, the Company previously announced that it had raised $9.55 million through a private placement of common stock (the “first closing”). The second closing on Friday completes this equity offering.

“This successful equity placement and the continued interest of the investment community demonstrate confidence in our Company and serve as an endorsement of our business strategy and technology platforms. The proceeds provide the necessary working capital to execute that strategy and allow for additional capital reserves,” said Lawrence Christian, Chief Financial Officer of Antares Pharma.

Antares Pharma recently announced a development agreement with ProSkelia, SAS, a company with headquarters near Paris, France, and a license agreement with NPMG, a privately held company with products for use in the cosmetic field. Both of these agreements are for the development and future licensing of products utilizing the Company’s proprietary ATD^™ gel technology. In December 2003, Antares Pharma also announced a milestone payment from Eli Lilly and Company, the licensee of Antares Pharma’s needle-free injection technology in the fields of diabetes and obesity.

About Antares Pharma

Antares Pharma develops specialty pharmaceutical products, including needle-free and mini-needle injector systems, transdermal gel technologies, and fast-melt oral tablet technology. These delivery systems are designed to improve both the efficiency of drug therapies and the patient’s quality of life. The Company currently distributes its needle-free injector systems in more than 20 countries. In addition, Antares Pharma conducts research

and development with transdermal gel products and currently has several products in clinical evaluation with partners in the U.S. and Europe. The Company is also conducting ongoing research to create new products that combine various elements of the Company’s technology portfolio. Antares Pharma has corporate headquarters in Exton, Pennsylvania, with manufacturing and research facilities in Minneapolis, Minnesota, and research facilities in Basel, Switzerland.

Statements included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers that forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially and which are identified from time to time in the Company’s reports filed with the U.S. Securities and Exchange Commission. Antares Pharma claims the protection of the Safe Harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

For more information, visit Antares Pharma’s web site at www.antarespharma.com.

Information included on the Company’s website is not incorporated herein by reference or otherwise.

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