UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 9, 2005
Callisto Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-32325 13-3894575
(State or other jurisdiction (Commission IRS Employer
of incorporation or organization) File Number) Identification No.)
420 Lexington Avenue, Suite 1609
New York, New York 10170
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 297-0010
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information required to be disclosed in this Item 1.01 is incorporated
herein by reference from Item 3.02.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On March 9, 2005, Callisto Pharmaceuticals, Inc. (the "Company") closed a
private placement of 1,985,791 shares of common stock to certain current
institutional investors and certain members of management (the "Investors"). The
shares were sold pursuant to a Common Stock Purchase Agreement dated as of March
8, 2005 between the Company and the Investors (the "Common Stock Purchase
Agreement"). The shares were sold at a price of $1.52 per share for aggregate
proceeds of approximately $3.02 million.
In connection with the offer and sale of securities to the Investors, the
Company relied on the exemption from registration provided by Section 4(2) of
the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506
promulgated thereunder. The Company believes that the Investors are "accredited
investors", as such term is defined in Rule 501(a) promulgated under the
Securities Act.
Panetta Partners, Ltd., a limited partnership of which Gabriele M. Cerrone,
the Company's Chairman of the Board is the sole managing partner purchased
25,000 shares in the private placement. In such capacity, he exercises voting
and dispositive control over shares owned by Panetta in which he has no
pecuniary interest. Panetta is also a principal stockholder of the Company. In
addition, Gary S. Jacob, the Company's Chief Executive Officer, purchased 16,448
shares in the private placement and Christoph Bruening, a director of the
Company, purchased 20,000 shares in the private placement. Each did so at the
specific request of the institutional investors. The Company's audit committee
determined that the participation by such members of management did not
constitute a conflict of interest under the Company's current Code of Business
Conduct and Ethics.
Pursuant to the Common Stock Purchase Agreement, the Company has agreed to
file, within 30 days after the closing, a registration statement covering the
resale of the shares of common stock sold to the Investors A copy of the Common
Stock Purchase Agreement filed herewith as Exhibit 10.1 is incorporated herein
by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Form of Common Stock Purchase Agreement dated March 8, 2005
between Callisto Pharmaceuticals, Inc. and the investors
listed on Exhibit A thereto.
99.1 Press Release dated March 10, 2005.
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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 hereunto duly authorized.
Dated: March 15, 2005
CALLISTO PHARMACEUTICALS, INC.
By: /s/ Gary S. Jacob
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Gary S. Jacob, Ph.D.
Chief Executive Officer
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