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): April 23,
2007
ARBIOS
SYSTEMS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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000-32603
(Commission
File Number)
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91-1955323
(I.R.S.
Employer Identification No.)
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1050
Winter Street, Suite 1000
Waltham,
Massachusetts
(Address
of Principal Executive Offices)
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02451
(Zip
Code)
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(781)
839-7293
(Registrant’s
Telephone Number, Including Area Code)
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 (See General Instruction A.2 below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
April
23, 2007, Arbios Systems, Inc., a Delaware corporation (the “Company”) entered
into a Purchase Agreement (the “Purchase Agreement”) with several current and
new accredited investors (the “Investors” and together with the Company, the
“Parties”). Pursuant to the terms and subject to the conditions contained in the
Purchase Agreement, the Company issued and sold to the Investors in a private
placement, 3,739,231 Units for an aggregate purchase price of $4,861,000. Each
Unit was sold at a price of $1.30 per Unit. Each Unit consists of: i) two shares
of the Company’s common stock, ii) one warrant to purchase one share of the
Company’s common stock exercisable for a period of 2.5 years at an exercise
price of $1.00 (“A Warrants”) and iii) one warrant to purchase one share of the
Company’s common stock exercisable for a period of 5 years at an exercise price
of $1.40 (“B Warrants”), comprising a total of 7,478,462 shares of the Company’s
common stock and warrants to purchase 7,478,462 shares of the Company’s common
stock. The warrants have no provision for cashless exercise and, subject to
certain requirements, may be called by the Company provided that the common
stock of the Company trades above $1.50 for the A Warrants and above $2.80
for
the B Warrants for a specified time period.
Contemporaneously
with the execution and delivery of the Purchase Agreement, the Parties executed
and delivered a Registration Rights Agreement, pursuant to which the Company
has
agreed to register the resale of the common stock issued in the financing and
the common stock issuable upon the exercise of the A Warrants and the B Warrants
under the Securities Act of 1933, as amended (the “1933 Act”).
The
preceding descriptions of the Purchase Agreement, Registration Rights Agreement,
the A Warrants and the B Warrants, do not purport to be complete and are
qualified in their entirety by reference to the agreements, copies of which
are
attached as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.
A
copy of
the press release announcing the entry into the related agreements is attached
to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein
by
reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure provided above under Item 1.01 is incorporated herein by reference
into this Item 3.01. The securities issued to the Investors described under
Item
1.01 have been issued without registration with the Securities and Exchange
Commission in reliance on the exemption from such registration provided under
Section 4(2) of the 1933 Act as sales not involving a public
offering.
Item
9.01 Financial Statements and Exhibits.
10.1
Purchase Agreement dated April 23, 2007.
10.2
Registration Rights Agreement dated April 23, 2007.
10.3
Form
of A Warrant.
10.4
Form
of B Warrant.
99.1
Press Release dated April 23, 2007.
SIGNATURES
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.
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ARBIOS
SYSTEMS, INC.
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Date:
April 27, 2007
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By: |
/s/ WALTER
C.
OGIER |
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Walter
C. Ogier, Chief Executive
Officer |
EXHIBIT
INDEX
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10.1
Purchase Agreement dated April 23,
2007.
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10.2
Registration Rights Agreement dated April 23,
2007.
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10.3
Form of A Warrant.
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10.4
Form of B Warrant.
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99.1
Press Release dated April 23, 2007.
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