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OCLS > SEC Filings for OCLS > Form 8-K on 6-Dec-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements

Item 1.01 Entry into a Material Definitive Agreement.

On December 4, 2013, we entered into agreements with institutional and accredited investors to issue 550,000 shares of our common stock at $4.00 per share, with no warrant coverage, yielding gross proceeds of $2.2 million. We retained Dawson James Securities, Inc. as the exclusive placement agent for this offering, and we paid them $154,000 in placement agent commissions. The shares were offered pursuant to a shelf registration statement (File No. 333-171411), that was declared effective on May 3, 2011 by the Securities and Exchange Commission. The offering is expected to close on or about December 9, 2013, subject to satisfaction of customary closing conditions. We anticipate using the net proceeds from the offering for working capital and general corporate purposes.

In addition to the payment of certain cash fees upon closing of the offering, we issued a warrant to Dawson James Securities, Inc. to purchase up to 16,500 shares of common stock. The warrants are exercisable at $5.00 per share and will expire on May 3, 2016.

The description of the offering does not purport to be complete and is qualified in its entirety by reference to the complete text of the Securities Purchase Agreement by and among us and each purchaser named therein, dated December 4, 2013, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

This report does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

Item 9.01 Financial Statements and Exhibits.

10.1 Form of Securities Purchase Agreement by and between Oculus Innovative Sciences, Inc. and the Purchasers, dated December 4, 2013.

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