DSKA 8k filing:
Form 8-K for DUSKA THERAPEUTICS, INC.
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12-Jun-2007
Entry into a Material Definitive Agreement, Unregistered Sale of Equity
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 1, 2007, Duska Therapeutics, Inc. (the "Company") entered into a Consulting Agreement with James S. Kuo, M.D., M.B.A. an individual (the "Consultant"). Pursuant to the Consulting Agreement to conduct a private placement offering for the Company with accredited investors, James S. Kuo, M.D., M.B.A. receives a consulting fee for his services of 10,000 options to purchase 10,000 shares of the Company's common stock at an exercise price of $0.50 per share. The Company's common stock is traded on the OTC-BB. The term of this agreement ends on the sooner of July 31, 2007 or the closing of the private placement, unless extended by mutual consent of the parties. The agreement is attached hereto as an exhibit and incorporated by reference (Exhibit 10.30 attached hereto).
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
On June 8, 2007, the Company issued 807,217 shares of its restricted common stock at a price of $0.30 per share for total proceeds of $242,165 to the Company. The proceeds are to be used to cover in part our operational and research and development costs. The issuance of these shares represent a private placement of equity securities in the form of Units (the "Units") sold solely to accredited investors.
Each Unit consists of shares of common stock and two (2) five-year warrants for the purchase of restricted common stock: Warrant A represents a total of 807,217 restricted common shares exercisable at $0.30 per share; and Warrant B represents a total of 807,217 restricted common shares exercisable at $0.60, $0.70, $0.80, $0.90, $1.00, respectfully.
For this transaction, the offer and sale of the common stock was made pursuant to exemptions from the registration requirements of the Act pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder. All of the offers and sales of the common stock were made exclusively to "accredited investors" (as such term is defined in Rule 501(a) of Regulation D) in offers and sales not involving a public offering. The purchasers in the private placements purchased the securities for their own account and not with a view towards or for resale. The private placements were conducted without general solicitation or advertising.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
10.30 Consulting Agreement between Duska Therapeutics, Inc. and James S. Kuo, M.D., M.B.A effective June 1, 2007.
