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Proc-Type: 2001,MIC-CLEAR
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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
(Exact name of registrant as specified in charter)
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Florida |
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001-16185 |
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59-2600232 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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6950 Bryan Dairy Road, Largo, Florida |
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33777 |
(Address of principal executive offices) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
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GEOPHARMA, INC. |
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Date: April 21, 2010 |
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/s/ Mihir K. Taneja |
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Mihir K. Taneja, |
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Chief Executive Officer
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/s/ Carol Dore-Falcone |
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Carol Dore-Falcone, |
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Senior Vice President and Chief Financial Officer |
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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