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RGDX > SEC Filings for RGDX > Form 8-K on 20-Sep-2013All Recent SEC Filings

Show all filings for RESPONSE GENETICS INC



Entry into a Material Definitive Agreement, Other Events, Financial Stateme

Item 1.01 Entry into a Material Definitive Agreement.

On September 20, 2013, Response Genetics, Inc. (the "Company") entered into definitive agreements with certain institutional investors for the sale of 932,805 shares of its common stock, par value $0.01 per share (the "Common Stock"), in a registered direct offering (the "Offering") at $2.05 per share, the closing price of the Common Stock on Nasdaq on September 19, 2013. Gross proceeds of the Offering, before deducting the placement agent fee and offering expenses, are expected to be approximately $1.9 million.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE MKT: LTS) ("Ladenburg"), is acting as the placement agent for this Offering pursuant to a placement agency agreement, dated September 19, 2013, between Ladenburg and the Company (the "Placement Agency Agreement").

The Offering is being made pursuant to the Company's effective registration statement on Form S-3 (File No. 333-171266) filed with the Securities and Exchange Commission on December 17, 2010, as amended on January 4, 2011.

The Offering is expected to close on or about September 25, 2013. The Company will pay Ladenburg an aggregate placement fee equal to 5% of the gross proceeds of the Offering. The Company will also reimburse Ladenburg up to $30,000 for its expenses.

The foregoing description of the Offering is a summary only, is not intended to be complete, and is qualified in its entirety by reference to the Placement Agency Agreement filed as an exhibit to this Current Report on Form 8-K.

Item 8.01 Other Events.

On September 20, 2013, the Company issued a press release announcing the matters set forth in Item 1.01 of this Current Report on Form 8-K. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished with this Current Report on Form 8-K:

Exhibit Number Document Description

10.1           Placement Agency Agreement, dated September 19, 2013, by and between
               Response Genetics, Inc. and Ladenburg Thalmann & Co. Inc.

99.1           Press Release, dated September 20, 2013.

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