-----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, AWTQzxwa181R4PeAb2M8rpD/u/yKxDcNc99uqodvcJL2wu5LYnwV6CPhzsyrOfQY 1SstOztv36FQLrIr/kIaRw== 0001181431-10-022278.txt : 20100421 0001181431-10-022278.hdr.sgml : 20100421 20100421142649 ACCESSION NUMBER: 0001181431-10-022278 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100421 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100421 DATE AS OF CHANGE: 20100421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GeoPharma, Inc. CENTRAL INDEX KEY: 0001098315 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 592600232 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16185 FILM NUMBER: 10761452 BUSINESS ADDRESS: STREET 1: 6950 BRYAN DAIRY RD CITY: LARGO STATE: FL ZIP: 33777 BUSINESS PHONE: 7275448866 MAIL ADDRESS: STREET 1: 6950 BRYAN DAIRY RD CITY: LARGO STATE: FL ZIP: 33777 FORMER COMPANY: FORMER CONFORMED NAME: Geopharma, Inc. DATE OF NAME CHANGE: 20040707 FORMER COMPANY: FORMER CONFORMED NAME: INNOVATIVE COMPANIES INC DATE OF NAME CHANGE: 20030703 FORMER COMPANY: FORMER CONFORMED NAME: INNOVATIVE COS INC DATE OF NAME CHANGE: 20030627 8-K 1 rrd273213.htm

 

 

 

 

 

 

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported event): April 21, 2010

 

 

  GEOPHARMA, INC.

(Exact name of registrant as specified in charter)

 

 

 

 

 

 

Florida

 

001-16185

 

59-2600232

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

6950 Bryan Dairy Road, Largo, Florida

 

33777

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number, including area code: (727) 544-8866

 

 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 8.01 Other Events

 On April 21, 2010, GeoPharma, Inc. issued a press release announcing the reduction in its Senior Debt, a copy of which is attached as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

ITEM 9.01.

Financial Statements and Exhibits.

 

(c) Exhibits. The following documents are filed as exhibits to this report:

 

99.1 Press release issued April 21, 2010

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 authorize

 

 

 

 

 

 

GEOPHARMA, INC.

 

 

Date: April 21, 2010

 

 

/s/ Mihir K. Taneja

 

 

Mihir K. Taneja,

 

 

Chief Executive Officer

 

 

 

 

 

 

/s/ Carol Dore-Falcone

 

 

Carol Dore-Falcone,

 

 

Senior Vice President and Chief Financial Officer

 

 

 

 

 

 

 

 

 

3

 

 

EX-99.1 2 rrd273213_31783.htm EX 99

EX 99.1

GeoPharma Reduces Senior Convertible Debt

LARGO, FL., April 21, 2010 ( GeoPharma, Inc. (Nasdaq:GORX) (the "Company") announced today that since December 31, 2009, it has reduced its 12% convertible debt (the "Debt") owed to Whitebox Pharmaceutical Growth Fund ("Whitebox") by approximately $1.7 million gross, or approximately $1.3 million net after the effect of the current quarterly principal accretion of interest. As of December 31, 2009, the Company owed Whitebox approximately $15.9 million and since that time, Whitebox has elected through common stock conversions, to convert $1.7 million of principal outstanding in exchange for the Company's $0.01 par value common stock. Whitebox has made several written conversion requests since December 31, 2009 in increments ranging from $100,000 - $250,000 as applied directly to the Debt's outstanding principal and as such, the Company has issued an approximate 5,160,000 common shares cumulatively since December 31, 2009 or 19.3% of the 26,695,735 total shares currently outstanding.

As previously disclosed in the Company's March 31, 2009 Form 10-K as filed June 30, 2009, in addition to as disclosed in the Company's filed, and shareholder approved, proxy for the 2009 Annual Meeting held March 30, 2010, the Company's executive management agreed effective January 1, 2009 to receive common stock in lieu of certain portions of their cash-based salaried compensation. In addition, the Company's board of directors also agreed to accept common stock in lieu of all of their cash-based compensation. All of this compensation was also included within accrued current liabilities as of December 31, 2009.

The above stock issuances subsequent to December 31, 2009 to Whitebox and to the Company's executive management and board of directors result in a decrease in current liabilities of approximately $1.3 million and a decrease of approximately $1.7 million, respectively, for a total liability reduction of approximately $3 million all of which results in an aggregate increase of $3 million in stockholders' equity.

ABOUT GEOPHARMA, INC.:

GeoPharma, Inc. is a rapidly growing Bio/Pharma company with a diversified business model participating in Pharmaceuticals, Contract Manufacturing, and Medical devices. The Pharma divisions specialize in the formulation of generic drugs for human and veterinary usage and the development of medical devices used by oncologists and other medical professionals. The Manufacturing division manufactures and packages generic drugs, nutraceuticals, cosmetics, and functional food products for companies worldwide. For further information visit the GeoPharma website at www.geopharmainc.com .

FORWARD LOOKING STATEMENTS

This press release may contain statements, which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including those regarding the company and its subsidiaries' expectations, intentions, strategies and beliefs pertaining to future performance. All statements contained herein are based upon information available to the company's management as of the date hereof, and actual results may vary based upon future events, both within and without management's control. Important factors that could cause such differences are described in the company's periodic filings with the Securities and Exchange Commission.

This news release was distributed by GlobeNewswire, www.globenewswire.com SOURCE: GeoPharma, Inc.; CONTACT: Carol Dore-Falcone, cdf@onlineihp.com

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