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NGSX > SEC Filings for NGSX > Form 8-K on 1-Apr-2013All Recent SEC Filings

Show all filings for NEUROGESX INC

Form 8-K for NEUROGESX INC


1-Apr-2013

Entry into a Material Definitive Agreement, Termination of a Material Definitive Ag


Item 1.01. Entry into a Material Definitive Agreement

On March 29, 2013, NeurogesX, Inc. (the "Company") entered into a Third Amendment to Warrant Agreement with Hercules Technology Growth Capital, Inc. (the "Amendment"), which amends the terms of the Warrant Agreement, originally dated August 5, 2011, as amended on March 26, 2012 and November 12, 2012 (the "Warrant"), to delete Section 9(h) of the Warrant and thereby remove the Company's obligation to remain a reporting entity under the Securities Exchange Act of 1934, as amended, and to maintain the listing or quotation of its shares of common stock on the Nasdaq Global Market, Nasdaq Capital Market, OTCBB, OTCQB or OTCQX. The Amendment was entered into pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and by Regulation D promulgated thereunder.



Item 1.02. Termination of a Material Definitive Agreement

On March 29, 2013, NeurogesX, Inc. (the "Company") terminated the Registration Rights Agreement, dated as of July 21, 2011 (the "RRA"), by and among the Company and the purchasers (the "Purchasers") of shares of common stock and warrants to purchase common stock (collectively, "Purchased Securities") pursuant to that certain Securities Purchase Agreement, dated as of July 21, 2011. The termination of the RRA (and waiver of all rights and obligations of the parties under the RRA) was effective as of March 15, 2013 and was executed by the Company and the Purchasers holding a sufficient number of Purchased Securities to effect such termination and waiver.



Item 3.02. Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.



Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.


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