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
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| Date of Report (Date of earliest event reported)
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August 7, 2007 |
OCULUS INNOVATIVE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33216
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68-0423298 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1129 N. McDowell Blvd., Petaluma, California
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94954 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code
(707) 782-0792
(Former name or former address, if changed since last report.)
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:
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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 240.13a-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 3.02 of this current report on Form 8-K is hereby incorporated
by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
On August 13, 2007, Oculus Innovative Sciences, Inc. (the “Company”) completed a private placement
of 1,250,000 shares of the Company’s common stock (“Common Stock”) to certain accredited investors at a
price of $8.00 per share pursuant to the terms of a Securities
Purchase Agreement, dated August 7, 2007 (the “Purchase Agreement”). In addition, the investors received warrants to purchase an
aggregate of 412,500 additional shares of Common Stock (the
“Warrants”) at an exercise price of $9.50 per share, subject to adjustment in certain circumstances. The Warrants are exercisable 181
days after August 13, 2007, and have a term of five years. Net proceeds to the Company were
approximately $10 million. Pursuant to the
terms of a Registration Rights Agreement, dated August 7, 2007 (the “Registration Rights
Agreement”), the Company agreed to register for resale the
common stock issued in the private placement as well as the common
stock underlying the warrants.
The securities issued in the private placement were issued pursuant to an exemption under Section
4(2) of the Securities Act of 1933 and the rules and regulations promulgated thereunder. The
securities offered have not been registered under the Securities Act of 1933 or any state
securities laws and unless so registered may not be offered or sold in the United States (or to a
U.S. person) except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and applicable state securities laws. This
announcement is neither an offer to sell nor a solicitation of an offer to buy any of these
securities.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1 |
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Securities Purchase Agreement, dated as of August 7,
2007. |
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10.2 |
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Registration Rights Agreement, dated as of August 7,
2007. |
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10.3 |
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Form of Common Stock Purchase Warrant. |
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99.1 |
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Press release dated August 8, 2007. |