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CLGY.OB > SEC Filings for CLGY.OB > Form 8-K on 13-Nov-2008All Recent SEC Filings

Show all filings for CELLEGY PHARMACEUTICALS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CELLEGY PHARMACEUTICALS INC


13-Nov-2008

Entry into a Material Definitive Agreement, Financial Statements and


Item 1.01. Entry into a Material Definitive Agreement.

On February 12, 2008, Cellegy Pharmaceuticals, Inc., a Delaware corporation ("Cellegy"), entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), with Adamis Pharmaceuticals Corporation ("Adamis"), a Delaware corporation, and Cellegy Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Cellegy ("Merger Sub"), providing for the acquisition of Cellegy by Adamis. The Merger Agreement provides that Merger Sub will merge with and into Adamis, with Adamis becoming a wholly-owned subsidiary of Cellegy and the surviving corporation in the merger.

The Merger Agreement allows either Cellegy or Adamis to terminate the Merger Agreement if the merger has not been consummated by September 30, 2008. On November 11, 2008, Cellegy and Adamis agreed to extend the September 30, 2008 date to December 31, 2008. A copy of the Amendment is attached hereto as Exhibit 2.1.



Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.     Description

2.1             Amendment to Agreement and Plan of
                Reorganization, dated as of November 11, 2008,
                by and between Cellegy Pharmaceuticals, Inc.
                and Adamis Pharmaceuticals Corporation.


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