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| VXGN.OB > SEC Filings for VXGN.OB > Form 8-K on 8-Jul-2008 | All Recent SEC Filings |
8-Jul-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
Note Repurchase Agreements
On July 1, 2008, VaxGen Inc. ("VaxGen") entered into a Note Repurchase Agreement (the "Alexandra Agreement") with Alexandra Global Master Fund Ltd. ("Alexandra"), as amended on July 7, 2008 (the "Amendment"), whereby VaxGen agreed to repurchase two of its 5 1/2% convertible senior subordinated notes due April 2010 ("Notes") in an aggregate principal amount of $11,000,000 at a purchase price of $9,020,000, plus accrued interest of $163,013.35, based on an assumed settlement date of July 8, 2008.
On July 3, 2008, VaxGen entered into Note Repurchase Agreements with Whitebox Convertible Arbitrage Partners, LP (the "Whitebox Agreement") and Guggenheim Portfolio Company XXXI, LLC (the "Guggenheim Agreement"). Pursuant to the Whitebox Agreement, VaxGen agreed to repurchase its Notes in the principal amount of $8,350,000 at a purchase price of $6,847,000, plus accrued interest of $123,741.93, based on an assumed settlement date of July 8, 2008. Pursuant to the Guggenheim Agreement, VaxGen agreed to repurchase its Note in the principal amount of $650,000 at a purchase price of $533,000, plus accrued interest of $9,633.07, based on an assumed settlement date of July 8, 2008.
VaxGen has not initiated any broader effort to repurchase or restructure its remaining Notes.
The Alexandra Agreement, the Amendment, the Whitebox Agreement, and the Guggenheim Agreement are attached to this report as Exhibit 10.1, 10.2, 10.3, and 10.4, respectively (the "Agreements"). The foregoing descriptions are qualified in their entirety by reference to the full text of the Agreements.
Exhibit
Number Description
10.1 Note Repurchase Agreement, dated July 1, 2008, by and between VaxGen,
Inc. and Alexandra Global Master Fund Ltd.
10.2 Amendment No. 1 to Note Repurchase Agreement, dated July 7, 2008 by
and between Alexandra Global Master Fund Ltd. and VaxGen, Inc.
10.3 Note Repurchase Agreement, dated July 3, 2008, by and between VaxGen,
Inc. and Whitebox Convertible Arbitrage Partners, LP
10.4 Note Repurchase Agreement, dated July 3, 2008, by and between VaxGen,
Inc. and Guggenheim Portfolio Company XXXI, LLC
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