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CHTP > SEC Filings for CHTP > Form 8-K on 26-Nov-2012All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial St

Item 1.01. Entry into a Material Definitive Agreement.

On November 26, 2012, we entered into an amendment to our existing Controlled Equity OfferingSM sales agreement with Cantor Fitzgerald & Co., or Cantor, pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $20,000,000 from time to time through Cantor acting as agent and/or principal. Sales through Cantor, if any, will be made on The NASDAQ Capital Market by means of ordinary brokers' transactions at market prices, in block transactions or as otherwise agreed by Cantor and us. Cantor will use its commercially reasonable efforts to sell our common stock from time to time based upon our instructions (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay Cantor a commission rate ranging between 3.0% and 5.0% of the gross sales price per share of any common stock sold through Cantor as agent under the sales agreement. We also agreed to reimburse Cantor for certain specified expenses and have provided Cantor with customary indemnification rights.

The foregoing description of the amendment to the sales agreement is not complete and is qualified in its entirety by reference to the full text of such amendment, a copy of which is filed herewith as Exhibit 10.20 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the amendment to the sales agreement into our shelf registration statement on Form S-3 (File No. 333-179183) previously filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description

5.1           Opinion of Wyrick Robbins Yates & Ponton, LLP.

10.20         Amendment No. 3, dated November 26, 2012, to Sales Agreement, dated
              July 2, 2010, between Chelsea Therapeutics International, Ltd. and
              Cantor Fitzgerald & Co, as amended on July 26, 2011 and December 28,

23.1          Consent of Wyrick Robbins Yates & Ponton, LLP (included in Exhibit

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