SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 7, 2003
ANTARES PHARMA, INC.
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(Exact Name of Registrant as Specified in Charter)
Minnesota 0-20945 41-1350192
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
707 Eagleview Boulevard, Suite 414, Exton, PA 19341
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 458-6200
Not Applicable
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(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.
On July 7, 2003, Antares Pharma, Inc. (the "Company") completed a
private placement of its common stock and warrants to three investors.
Specifically, the Company sold 2,000,000 shares of its common stock, par value
$.01 per share, to Xmark Fund Ltd., Xmark Fund, L.P. and SDS Merchant Fund, LP
(collectively, the "Purchasers"), for an aggregate purchase price of $2,000,000.
As part of the transaction, the Company also issued to the Purchasers five-year
warrants (the "Warrants") to purchase an aggregate of 1,500,000 shares of the
Company's common stock at an exercise price of $1.25 per share. The Company
granted the Purchasers 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.
The Company also granted the Xmark funds the right to designate one
individual to serve on the Company's Board of Directors (the "Board") and the
additional right to have one representative of the Xmark funds observe all
meetings of the Board. The Company and its principal shareholder, Dr. Jacques
Gonella (and Permatec Holdings AG, of which Dr. Gonella is the controlling
shareholder), entered into a Voting Agreement with the Xmark funds under which
Dr. Gonella agreed to vote his and Permatec's shares of the Company's common
stock in favor of the election of the Xmark funds' designee to the Board.
Pursuant to this transaction, the Company will be obligated to issue an
aggregate of 3,500,000 shares of its common stock (assuming full exercise of the
Warrants), which represents approximately 29% of its currently outstanding
shares of common stock. Pursuant to NASD Marketplace Rules, the Company must
obtain shareholder approval for the issuance of 20% or more of its currently
outstanding shares. Therefore, under the terms of the Warrants, the Purchasers
may not exercise the Warrants to purchase more than 437,540 shares (the number
of shares that, when added to the 2,000,000 shares issued to the Purchasers on
the closing date, would total more than 19.99% of the number of shares of the
Company's common stock outstanding on July 7, 2003), until the Company obtains
shareholder approval for the transaction. The Company intends to seek such
approval at a special meeting of shareholders. On July 9, 2003, 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.
10.48 Purchase Agreement, dated July 7, 2003, by and among Antares
Pharma, Inc., XMark Fund, L.P., XMark Fund, Ltd. and SDS
Merchant Fund, LP
10.49 Registration Rights Agreement, dated July 7, 2003, by and among
Antares Pharma, Inc., XMark Fund, L.P., XMark Fund, Ltd. and SDS
Merchant Fund, LP
10.50 Voting Agreement, dated July 7, 2003, by and among Antares
Pharma, Inc., Xmark Fund, L.P., Xmark Fund, Ltd., Dr. Jacques
Gonella and Permatec Holding AG
10.51 Form of Warrant, dated July 7, 2003
99.1 Press Release dated July 9, 2003
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: July 9, 2003 ANTARES PHARMA, INC.
By /s/ Roger G. Harrison
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Roger G. Harrison
Chief Executive Officer