- Current report filing (8-K)
23 September 2010 - 9:13PM
Edgar (US Regulatory)
UNITED
STATES
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):
September 10,
2010
UNIVEC,
INC.
(Exact
name of registrant as specified in charter)
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Delaware
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000-22413
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11-3163455
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(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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9722
Groffs Mill Drive, Suite 116
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|
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Owings
Mills, MD
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21117
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|
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number,
including
area code:
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(410)
347-9959
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822
Guilford Ave., Suite 208
Baltimore,
MD 21215
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(Former
name or former address, if changed since
last
report)
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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))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On
September 1, 2010, we entered into a Securities Purchase Agreement (the
"Securities Purchase Agreement") with AJW Partners, LLC, AJW Partners II, LLC,
New Millennium Capital Partners III, LLC, AJW Master Fund, Ltd. and AJW Master
Fund II, Ltd. (collectively, the "Investors"). Under the terms of the Securities
Purchase Agreement, the Investors purchased an aggregate of $60,000 in 12%
callable convertible secured notes (the "Notes").
Pursuant to the Securities Purchase
Agreement, the Investors will purchase the Notes and Warrants in three tranches
as set forth below:
The Notes
carry an interest rate of 12% per annum and a maturity date of September 1,
2013. The Notes are convertible into our common shares at the Applicable
Percentage of the average of the lowest three (3) trading prices for our shares
of common stock during the twenty (20) trading day period prior to conversion.
The “Applicable Percentage” means 50%.
At our
option, we may prepay the Notes in the event that no event of default exists and
there are a sufficient number of shares available for conversion of the Notes.
In addition, we may prepay a portion of the outstanding principal amount of the
Notes equal to 130% of the principal amount hereof under certain circumstances.
The full principal amount of the Notes is due upon default under the terms of
Notes. In addition, the Company has granted the investors a security interest in
substantially all of its assets and intellectual property, as well as
registration rights.
The
Investors have contractually agreed to restrict their ability to convert the
Notes and receive shares of the Company's common stock such that the
number of shares of the Company's common stock held by them and their affiliates
after such conversion or exercise does not exceed 4.99% of the then issued and
outstanding shares of the Company's common stock. The Notes are secured by all
of our assets to the extent of the outstanding note.
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ITEM 2.03
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CREATION OF A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT
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On
September 19, 2006, the Investors purchased notes aggregating $600,000 after we
filed a registration statement; with the SEC on Form SB-2 on September 15, 2006
registering the shares of common stock underlying the Notes. At that closing, we
became obligated to the Investors for $600,000 in face amount of the notes. The
Notes are a debt obligation arising other than in the ordinary course of
business which constitutes a direct financial obligation of us.
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ITEM 3.02
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UNREGISTERED SALES OF EQUITY
SECURITIES
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The Notes
referenced in Item 1.01 were offered and sold to the Investors in a private
placement transaction in reliance upon exemptions from registration pursuant to
Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D
promulgated thereto. Each of the Investors is an accredited investor as defined
in Rule 501 of Regulation D under the Securities Act of 1933.
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ITEM 9.01
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FINANCIAL STATEMENT AND
EXHIBITS
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(a)
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Financial Statements of Business
Acquired.
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(b)
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Pro Forma Financial
Information.
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Exhibit
Number
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Description
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Location
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4.1
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Securities
Purchase Agreement dated September 1, 2010 by and among the Company and
the Investors
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Exhibit
4.1
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4.2
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Form
of Callable Convertible Secured Note by and among the Company and the
Investors
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Exhibit
4.2
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4.3
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Registration
Rights Agreement dated September 1, 2010 by and among the Company and the
Investors
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Exhibit
4.3
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4.4
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Security
Agreement dated September 1, 2010 by and among the Company and the
Investors
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Exhibit
4.4
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4.5
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Intellectual
Property Security Agreement dated September 1, 2010 by and among the
Company and the Investors
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Exhibit
4.5
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4.6
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Subsidiary
Guaranty dated September 1, 2010
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Exhibit
4.6
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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.
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UNIVEC,
INC.
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Date:
September 15, 2010
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By:
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/s/
Dr. David Dalton
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Dr.
David Dalton
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Chief
Executive Officer
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