-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MAtHxcWmufa9y6V1of7TVyv6C3IIw4raZrhpsWLhRjoaOxzg4/w7xjvZG6WfYWpR uRGZ9OnY4QumBHDCw2nobA== 0000930413-07-001465.txt : 20070221 0000930413-07-001465.hdr.sgml : 20070221 20070221164014 ACCESSION NUMBER: 0000930413-07-001465 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070126 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070221 DATE AS OF CHANGE: 20070221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Synovics Pharmaceuticals CENTRAL INDEX KEY: 0001030839 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 860760991 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22011 FILM NUMBER: 07639303 BUSINESS ADDRESS: STREET 1: 2425 E CAMELBACK RD STREET 2: STE 650 CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6025080112 MAIL ADDRESS: STREET 1: 2425 E CAMELBACK ROAD STREET 2: SUITE 650 CITY: PHOENIX STATE: AZ ZIP: 85016 FORMER COMPANY: FORMER CONFORMED NAME: BIONUTRICS INC DATE OF NAME CHANGE: 19970212 FORMER COMPANY: FORMER CONFORMED NAME: NUTRAGENICS INC /NV/ DATE OF NAME CHANGE: 19970212 8-K/A 1 c46945_8ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 26, 2007 SYNOVICS PHARMACEUTICALS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 0-22011 86-0760991 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 2575 East Camelback Road, Ste. 450, Phoenix, AZ 85016 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (602) 508-0112 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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 (see General Instruction A.2. below): |_| 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 3.02 UNREGISTERED SALE OF EQUITY SECURITIES On January 26, 2007, the Registrant completed an initial closing of a private placement, whereby the Registrant sold an aggregate of 1,000,000 units ("Units") to accredited investors as defined by Rule 501 under the Securities Act of 1933, as amended (the transaction is referred to herein as the "Private Placement"). Between February 5, 2007 and February 15, 2007, the Registrant completed subsequent closings of an additional 500,000 Units. Of the 1,500,000 Units sold, 450,000 Units were exchanged in lieu of repayment of certain bridge notes in the principal amount of $450,000. The price per Unit was $1.00 and each Unit consisted of (i) one share of common stock of the Registrant, par value $0.001 per share (the "Common Stock"); and (ii) a warrant to purchase, at any time prior to the third anniversary following the final closing of the Private Placement, one share of Common Stock at an exercise price of $3.00 per share, subject to adjustment in certain instances. The warrants are also redeemable by the Company where the exercise price exceeds a certain amount. The subscription agreement requires the Registrant to file a registration statement, covering the securities sold in the Private Placement within 30 days of final closing of the Private Placement and will use its best efforts to cause the registration statement to become effective within 90 days of final closing. If the registration statement has not been declared effective within 150 days following final closing, the Registrant has agreed to pay to the investors liquidated damages, payable in cash or common stock, of 1.5% of the purchase price paid by the investor in the Private Placement and 1% of the purchase price paid by the investor in the Private Placement for each subsequent 30 day period, with the total of the foregoing capped at 9%. The shares and warrants were offered and sold to investors as part of an offering of a maximum of 7,000,000 Units in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. THIS CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES SOLD IN THE PRIVATE PLACEMENT WILL NOT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits 4.1 Form of Warrant for investors in the Private Placement (1) 10.1 Form of Subscription Agreement for investors in the Private Placement (1) - -------------------- (1) Incorporated by reference to Registrant's Form 8-K/A dated February 2, 2007 filed with the Securities and Exchange Commission on February 2, 2007. 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: February 21, 2007 SYNOVICS PHARMACEUTICALS, INC. By: /s/ RONALD LANE ----------------------------------------- Name: Ronald H. Lane, Ph.D. Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----