SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 7, 2003
ANTARES PHARMA, INC.
--------------------
(Exact Name of Registrant as Specified in Charter)
Minnesota 0-20945 41-1350192
--------- ------- ----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
707 Eagleview Boulevard, Suite 414, Exton, PA 19341
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 458-6200
Not Applicable
--------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
THE FOLLOWING IS A SUMMARY OF THE DOCUMENTS DISCUSSED BELOW AND IS
NOT INTENDED TO BE A COMPLETE DESCRIPTION OF SUCH DOCUMENTS OR THE
TRANSACTIONS WHICH ARE THE SUBJECT OF SUCH DOCUMENTS. REFERENCE IS
MADE TO THE COPIES OF SUCH DOCUMENTS ATTACHED HERETO AS EXHIBITS
FOR A COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF SUCH
DOCUMENTS.
Item 5. Other Events.
On February 7, 2003, Antares Pharma, Inc. (the "Company") completed a
restructuring of its outstanding debt securities previously sold to four primary
investors. Specifically, as part of this restructuring, on January 24, 2003 and
January 31, 2003, the Company borrowed an aggregate of $621,024.92 from one of
the original four holders of its 10% Secured Convertible Debentures (the "10%
Debentures") pursuant to two separate 30-day promissory notes, a copy of the
form of which is attached hereto (the "Notes"). The Company used the proceeds of
these borrowings to repurchase $476,824.92 of the 10% Debentures previously sold
to two of the original four holders, including accrued interest, and to pay a
repurchase premium of $144,200.00 to the holders of these repurchased 10%
Debentures. Thereafter, in exchange for the surrender of the Notes, the Company
issued to the holder of the Notes 8% Senior Secured Convertible Debentures (the
"8% Debentures") in the same principal amount of the Notes. The Company intends
to pay in cash interest in the amount of $679.46 that accrued on the Notes. The
Company also issued Amended and Restated 8% Senior Secured Convertible
Debentures (the "Amended Debentures") to the original holder of the Notes and to
the remaining fourth holder of the original 10% Debentures. The 8% Debentures
and the Amended Debentures contain identical terms, provisions and conditions.
The Amended Debentures and the 8% Debentures are collectively referred to herein
as the "Replacement Debentures." The aggregate principal amount of the
Replacement Debentures is $1,613,255.29, which represents the total unconverted
principal amount of the 10% Debentures held by the firms to which the
Replacement Debentures were issued, including accrued interest thereon, and the
principal amount of the 8% Debentures. The Replacement Debentures contain
substantially the same terms as the 10% Debentures, except that the Replacement
Debentures include a fixed conversion price of $.50 per share and an interest
rate of 8% per annum. The Company granted a senior security interest in
substantially all of its assets to the holders of the Replacement Debentures.
In connection with this restructuring, the Company also issued to the
holders of the Replacement Debentures five-year warrants (the "Warrants") to
purchase an aggregate of 2,932,500 shares of the Company's common stock at an
exercise price of $.55 per share. The Warrants are redeemable by the Company
upon the achievement of certain milestones set forth in the Warrants.
The Company granted the holders of the Replacement Debentures customary
demand and piggyback registration rights with respect to the shares of its
common stock issuable upon conversion of the same or upon exercise of the
Warrants. These registration rights are substantially similar to the
registration rights granted to the original holders of the 10% Debentures.
Upon conversion of the Replacement Debentures and exercise of the
Warrants, the Company will be obligated to issue an aggregate of 6,159,011
shares of its common stock, which represents approximately 52% of its currently
outstanding shares of common stock. Pursuant to NASD Marketplace Rules, the
Company must obtain shareholder approval for the issuance of 20% or more of its
currently outstanding shares. Therefore, under the terms of the Replacement
Debentures and Warrants, the holders thereof may not convert the Replacement
Debentures or exercise the Warrants for more than 19.99% of the number of shares
of the Company's common stock outstanding on January 31, 2003, or 2,356,342
shares, until the Company obtains shareholder approval for the transaction and
related stock issuances. The Company intends to seek such approval at its annual
meeting of shareholders. On February 10, 2003, the Company issued a press
release announcing the completion of the debt restructuring, a copy of which is
attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.39 Debenture and Warrant Purchase Agreement, dated January 31,
2003, by and among Antares Pharma, Inc., XMark Fund, L.P.,
XMark Fund, Ltd. and SDS Merchant Fund, LP
10.40 Debenture and Warrant Purchase Agreement, dated January 31,
2003, by and among Antares Pharma, Inc., XMark Fund, L.P. and
XMark Fund, Ltd.
10.41 Registration Rights Agreement, dated January 31, 2003, by and
among Antares Pharma, Inc., XMark Fund, L.P., XMark Fund, Ltd.
and SDS Merchant Fund, LP
10.42 Amended and Restated Security Agreement, dated January 31,
2003, by and among Antares Pharma, Inc., XMark Fund, L.P.,
XMark Fund, Ltd. and SDS Merchant Fund, LP
10.43 Form of Warrant, dated January 31, 2003
10.44 Form of 8% Senior Secured Convertible Debenture, dated January
31, 2003
10.45 Form of Amended and Restated 8% Senior Secured Convertible
Debenture, dated January 31, 2003
10.46 Form of Promissory Note
99.1 Press Release dated February 10, 2003
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 12, 2003 ANTARES PHARMA, INC.
By /s/ Roger G. Harrison
--------------------------------
Roger G. Harrison
Chief Executive Officer