Here you go Fred.....New 8k out
Entry into a Material Definitive Agreement, Financial Statements an
Item 1.01. Entry into a Material Definitive Agreement.
On March 24, 2011, Champions Biotechnology, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") with Battery Ventures IX, L.P. and Battery Investment Partners IX, LLC (collectively, "Battery"), Harris & Harris Group, Inc., Perceptive Life Sciences Master Fund Ltd., Porter Partners, L.P., EDJ Limited, Northwood Capital Partners, LP, The Oliver D. Curme Children's Trust - 1977, Richard L. Sandor Revocable Trust, Steve Geller, Joel Ackerman, Chief Executive Officer and a director of the Company, Dr. Ronnie Morris, President and a director of the Company, and Bernard Kaminetsky (collectively, the "Investors"), for the sale to the Investors of an aggregate 12,533,333 shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $0.75 per share, or an aggregate of $9,400,000. As part of the purchase, certain of the Investors received warrants to purchase an aggregate 1,010,000 shares of Common Stock at $0.90 per share (the "Warrants"). The Warrants expire five years after the closing date. Closing is expected to take place within 15 days.
The Agreement contains certain anti-dilution protections for the Investors and certain registration rights with respect to the shares of Common Stock to be issued to the Investors. Furthermore, Investors will have the right to require the Company to repurchase the purchased shares (the "Put Option") for cash for $0.75 upon a change of control or sale of substantially all of the company's assets. The Put Option will terminate upon the achievement of certain financial milestones.
Pursuant to the terms of the Agreement, the Company agreed to present one nominee nominated by Battery to become a member of the Company's Board of Directors either through an action by written consent or through the vote of the Company's stockholders at the next meeting of the Company's stockholders; provided, however, that the Company will not be obligated to present the Battery nominee in the event that Battery has sold greater than or equal to twenty-five percent (25%) of the shares of Common Stock it purchases pursuant to the Agreement.
The shares of Common Stock to be sold pursuant to the Agreement will be sold to accredited investors only in a private placement in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.
The foregoing description is qualified in its entirety by the terms of the Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference. The Company intends to use up to $1.4 million of the proceeds from the sale to purchase outstanding shares of the Company's Common Stock in one or more private transactions at a discount to the $0.75 purchase price of this financing. The balance of the proceeds will be used for general corporate purposes. The Company intends to issue a press release describing the transaction following the closing.
AI
