Callisto Pharmaceuticals Inc (Other) (8-K)
01 Octubre 2007 - 4:01PM
Edgar (US Regulatory)
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):
September
25, 2007
Callisto
Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-32325
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13-3894575
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(State or other
jurisdiction
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(Commission
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IRS Employer
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of incorporation
or organization)
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File Number)
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Identification
No.)
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420 Lexington Avenue, Suite 1609
New York, New York 10170
(Address of principal executive offices)
Registrants 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:
o
Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02
Unregistered
Sales of Equity Securities.
On
September 25, 2007, Callisto Pharmaceuticals, Inc. (the Company) issued a
warrant to purchase 1,150,000 shares of its common stock at an exercise price
of $0.47 per share to a consultant for services to be rendered to the Companys
newly formed subsidiary, Synergy Advanced Pharmaceuticals, Inc. (Synergy), in
connection with the development of Guanilib, the Companys proprietary compound
to treat gastrointestinal disorders such as chronic constipation and irritable
bowel syndrome. So long as the
consultant continues to provide services in some capacity to the Company or any
of its subsidiaries, the warrant will vest in installments of 225,000 warrant
shares on each of the first four anniversaries of the initial exercise
date. The remaining 250,000 warrant
shares will vest immediately prior to the consummation of a sale or merger of
Synergy provided that such transaction occurs on or prior to October 1, 2009
and Synergy is valued at no less than $250,000,000. In the event there is a
change of control of the Company, all unvested warrant shares will immediately
vest. The form of warrant is filed
herewith as Exhibit 4.1.
Item 5.03
Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On September 27, 2007, the Company filed a Certificate of Amendment to its Certificate of Incorporation increasing its authorized number of shares of common stock from 150,000,000 to 225,000,000. The Certificate of Amendment was approved by the Companys stockholders at its annual meeting on September 26, 2007. The Certificate of Amendment is filed herewith as Exhibit 3.1.
Item 9.01
Financial Statements and Exhibits
(c)
Exhibits.
3.1
Certificate of Amendment to Certificate of
Incorporation of Callisto Pharmaceuticals, Inc.
4.1
Form of Common Stock Purchase Warrant to
purchase 1,150,000 shares of common stock of Callisto Pharmaceuticals, Inc.
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:
October
1, 2007
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CALLISTO PHARMACEUTICALS,
INC.
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By:
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/s/ Gary S. Jacob
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Gary S. Jacob, Ph.D.
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Chief Executive Officer
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