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: May 16, 2005
LIFELINE THERAPEUTICS, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------
Colorado 000-30489 84-1097796
-------- --------- ----------
State or other jurisdiction of Commission file IRS Employer
incorporation number Identification Number
--------------------------------------------------------------------------------
6400 South Fiddler's Green Circle, Suite
1750, Englewood, CO 80111
-----------------------------------------------------
(New address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 488-1711
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 Sales of Equity Securities
(a) On May 16, 2005, Lifeline received $2,326,627 in cash from certain
accredited investors and $544,804 in cancellation of indebtedness from certain
persons holding Bridge Notes. The following sets forth the information required
by Item 701 in connection with that transaction:
(i) The transaction was completed effective May 16, 2005. To complete the
transaction, Lifeline issued:
1,435,719 shares of Series A Common Stock at a price of $2.00 per
share; and
Warrants ("Unit Warrants") to purchase 1,435,719 shares of Series A
Common Stock exercisable at $2.50 per share until their expiration
date, April 18, 2008.
(ii) The placement agent for the transaction was Keating Securities, LLC
("Keating"), 5251 DTC Parkway, Suite 1090, Greenwood Village, Colorado 80111.
Each of the purchasers were accredited investors as defined in Section 2(a)(15)
of the Securities Act of 1933 (the "1933 Act") and Rules 215 and 501(a)
thereunder.
(iii) Of the total amount raised, we received $2,326,627 in cash, for which
we issued 1,163,314 shares of Series A Common Stock and an equal number of Unit
Warrants.
The remaining shares of Series A Common Stock and Unit Warrants were issued
in exchange for the cancellation of the indebtedness represented by the Bridge
Notes.
Lifeline paid Keating $232,663 in commissions with no further
non-accountable expense allowance. (Lifeline previously paid Keating a $75,000
non-accountable expense allowance as described in a Form 8-K reporting an event
of April 18, 2005.) Lifeline also issued to the Placement Agent warrants
("Placement Agent Warrants") to purchase 127,526 shares of Series A Common Stock
exercisable at $2.00 per share until their expiration date, April 18, 2008.
(iv) Each of the persons who acquired securities was an accredited investor
as defined in Section 2(a)(15) of the 1933 Act. Consequently, Lifeline relied on
the exemption from registration provided by Section 4(2) under the 1933 Act for
the issuance of the Series A Common Stock and the Unit Warrants, as well as
Regulation D. Lifeline did not engage in any public advertising or general
solicitation in connection with the issuance of the Series A Common Stock or the
Unit Warrants. Lifeline provided the accredited investors with disclosure of all
aspects of its business, including providing the accredited investors with its
reports filed with the Securities and Exchange Commission, press releases,
access to its auditors, and other financial, business, and corporate
information. Based on Lifeline's investigation, Lifeline believes that the
accredited investors obtained all information regarding Lifeline they requested,
received answers to all questions they posed, and otherwise understood the risks
of accepting the shares of Series A Common Stock and the Unit Warrants for
investment purposes.
(v) The Unit Warrants are exercisable to purchase shares of Series A Common
Stock for $2.50 per share until their expiration date, April 18, 2008.
2
The Placement Agent Warrants are exercisable to purchase shares of Series A
Common Stock for $2.00 per share until their expiration date, April 18, 2008.
Lifeline has an obligation to register the Series A Common Stock, the
shares underlying the Unit Warrants, and the shares underlying the Placement
Agent Warrants. Lifeline committed to filing a registration statement for these
shares and certain other securities not later than June 30, 2005.
(vi) After payment of commissions and the expense allowance to the
Placement Agent and a fee to the escrow agent, Lifeline received cash proceeds
of $2,093,434. Lifeline will use these funds for general and administrative
expenditures, marketing, patent filings, research and development for new
product applications, payment for a non-competition agreement with a former
shareholder, and repayment of previously issued and disclosed bridge notes to
holders that chose not to exchange their indebtedness for Unit Warrants and
Series A Common Stock.
(b) On May 13, 2005, Lifeline offered its director of marketing options to
acquire 50,000 shares of its common stock at an exercise price of $2.50 per
share, exercisable through May 31, 2008. The effective date of these options is
the later of her acceptance of the options or her commencement of employment.
Her expected commencement date is May 23, 2005, and she must accept the options,
if at all, no later than May 31, 2005. There was no underwriter involved in the
transaction, and the options were issued pursuant to the exemption from
registration contained in Sections 4(2) and 4(6) of the 1933 Act, and without
any public advertising or general solicitation. The options are exercisable to
acquire restricted common stock unless at some time in the future they are
included in a registration statement.
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 thereunto duly authorized.
Date: May 20, 2005
LIFELINE THERAPEUTICS, INC.
By: /s/ William J. Driscoll
-----------------------------------------
William J. Driscoll, CEO/President
3