Item 3.02 Unregistered Sales of Equity Securities.

On July 16, 2012, BioSante Pharmaceuticals, Inc. ("BioSante") entered into a privately-negotiated securities exchange agreement with a holder (the "Holder") of BioSante's 3.125% convertible senior notes due May 1, 2013 (the "Notes"), pursuant to which BioSante agreed to issue 578,266 shares of its common stock, $0.0001 par value per share (the "Shares"), to the Holder in exchange for cancellation of an aggregate of $1,034,150 principal amount of the Notes, including accrued and unpaid interest. Neither the Shares nor the issuance of such Shares were registered under the Securities Act of 1933 (the "Act"). BioSante will issue the Shares in a transaction exempt from the registration requirements of the Act by virtue of the exemption provided for in Section 3(a)(9) of the Act for securities exchanged by the issuer with an existing security holder. No commission or other remuneration will be paid or given directly or indirectly for soliciting such exchange. Following such exchange, an aggregate of $8,277,850 principal amount of the Notes will remain outstanding.

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