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 27, 2005
Neurologix, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 0-13347 06-1582875
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(State or other jurisdiction of (Commission I.R.S. Employer
incorporation or organization) File Number) Identification No.)
ONE BRIDGE PLAZA, FORT LEE, NEW JERSEY 07024
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(Address of principal executive offices) (Zip Code)
(201) 592-6451
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(Registrant's telephone number,
including area code)
None
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(Former name, former address and former fiscal year,
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 (see General Instruction A.2. below):
[ ] Written communications 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))
Item 1.01 Entry into a Material Definitive Agreement
On April 27, 2005, Neurologix, Inc. (the "Company") issued and sold
1,141,552 shares of the Company's common stock, par value $0.001 per share (the
"Common Stock"), and a warrant to purchase 285,388 shares of Common Stock (the
"Warrant") to Medtronic International, Ltd., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Medtronic, Inc., a Minnesota
corporation ("Medtronic"), pursuant to a Stock Purchase Agreement, dated as of
April 27, 2005 (the "Stock Purchase Agreement"), a warrant certificate (the
"Warrant Certificate" or the "Warrant") and a Registration Rights Agreement,
dated as of April 27, 2005, by and among the Company and the Purchaser (the
"Registration Rights Agreement"). The Company also entered into a Development
and Manufacturing Agreement, dated as of April 27, 2005 with Medtronic (the
"Development Agreement").
The following is a brief summary of the transactions and the operative
agreements. This summary is qualified in its entirety by reference to the full
text of the Stock Purchase Agreement, the Warrant Certificate and the
Registration Rights Agreement, which are attached hereto as Exhibits 10.1,
10.2, and 10.3, respectively.
Stock Purchase Agreement
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Pursuant to the Stock Purchase Agreement, the Company issued and sold
to Purchaser 1,141,552 shares of Common Stock for a price of $1.752 per share
or an aggregate price of $2,000,000. In addition, the Company issued and sold
to Purchaser the Warrant to purchase a total of 285,388 shares of Common Stock
(see "Warrant" below).
The Stock Purchase Agreement provides that the Purchaser may transfer
Common Stock only in compliance with the Securities Act of 1933, as amended
(the "Securities Act"), and that shares of Common Stock shall bear an
appropriate legend regarding the restriction on transferability.
Registration Rights Agreement
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The Registration Rights Agreement provides for registration rights for
all the shares of Common Stock previously held by the Purchaser, the shares of
Common Stock purchased by the Purchaser pursuant to the Stock Purchase
Agreement, and the shares of Common Stock underlying the Warrant (collectively,
the "Registrable Securities"). If the Company registers any equity securities
for sale to the public on any form which permits the inclusion of securities
held by the holder, the holder may request their Registrable Securities to be
included in such registration.
The Registration Rights Agreement provides that the Company shall
become listed on the Nasdaq Smallcap Market or another nationally-recognized
exchange or quotation system as soon as it is eligible to do so. As soon as the
Company becomes eligible to file a shelf registration statement on Form S-3,
the Company shall provide notice to the holder. The Company shall file a shelf
registration statement within thirty days of a written request by the holder to
do so, and generally keep such registration statement effective for a two year
period.
At any time following August 4, 2005, the holders of a majority of the
Registrable Securities may request in writing that the Company effect the
registration of all of their Registrable Securities. The Company will be
required to effect up to two such registrations, and the second registration
generally may not be requested until six months after the first registration
becomes effective. No such request for registration may be made after a shelf
registration statement becomes effective.
The Registration Rights Agreement also provides that the Company will
not grant to any other person or entity registration rights more favorable than
the rights granted to the Purchaser.
Warrant
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As described above, pursuant to the Stock Purchase Agreement, the
Company has issued the Warrant to purchase a total of 285,388 shares of Common
Stock substantially in the form attached hereto as Exhibit 10.2. The Warrant
may be exercised, in full or in part, at any time prior to the fifth
anniversary of the issuance thereof, at an exercise price of $2.19 per share of
underlying Common Stock (the "Warrant Shares"). The Company has the option to
call the Warrant following the thirtieth month after the date of issuance,
provided that at such time there will be a shelf registration statement
effective for at least six months covering the shares of Common Stock
underlying the Warrant. If the holder does not exercise the Warrant once the
call option requirements have been met, the Company may redeem the Warrant at a
price of $0.01 per Warrant Share.
The Warrant and the underlying Common Stock may not be transferred by
the holder thereof, except pursuant to the Securities Act. The underlying
Common Stock, when issued, must bear a legend reflecting this restriction on
transfer.
Development Agreement
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The Development Agreement provides that the Company will use its
experience in technology relating to biologics for the treatment of Parkinson's
Disease and temporal lobe epilepsy and Medtronic will use its experience in
delivery systems for biologic and pharmaceutical compositions to collaborate on
a project through which Medtronic will develop a system for delivering
biologics (the "Product").
Pursuant to the Development Agreement, the Company will pay certain
development costs to Medtronic over the course of the project based upon
development milestones. Following regulatory approval and commercialization of
the Product, Medtronic and the Company will have a revenue sharing arrangement
based on sales of the Product.
The Development Agreement will be in place for two years and will
renew automatically for successive one-year periods thereafter, unless either
party gives the other at least sixty days prior written notice of its intent
not to renew.
The Development Agreement provides that the Company will use Medtronic
products for clinical studies relating to Parkinson's Disease and temporal lobe
epilepsy.
The Development Agreement further provides that each of the parties
shall have certain ownership rights to portions of the intellectual property
associated with the project.
Item 3.02 Unregistered Sales of Equity Securities
As disclosed under Item 1.01 hereof and Item 1.01 of the Current
Report on Form 8-K filed by the Company on April 8, 2005, between April 8, 2005
and April 27, 2005, the Company sold 1,180,014 shares of Common Stock and
warrants to purchase 295,003 shares of Common Stock. The aggregate
consideration received by the Company in connection with these transactions was
$2,050,000. No underwriting discounts or commissions were paid by the Company
in connection with these transactions. The transactions were exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended, and
Section 506 of Regulation D promulgated thereunder. The Company relied, as
applicable, upon the representations made by the purchasers of such securities
in determining that such exemptions were available.
The description of the Warrant set forth in Item 1.01 above as well as
the description of the warrants set forth in Item 1.01 of the Current Report on
Form 8-K filed by the Company on February 10, 2005 are incorporated by
reference herein.
Item 7.01 Regulation FD Disclosure.
On May 2, 2005, the Registrant issued a press release announcing that
on April 27, 2005 it consummated the transactions described in Item 1.01
hereto. A copy of such press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
See Exhibit Index below.
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.
NEUROLOGIX, INC.
Date: May 2, 2005 By: /s/ Mark S. Hoffman
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Name: Mark S. Hoffman
Title: Secretary and Treasurer
EXHIBIT INDEX
Number Title
10.1 Stock Purchase Agreement, dated as of April 27, 2005, by and among
Neurologix, Inc. and Medtronic International, Ltd.
10.2 Warrant Certificate
10.3 Registration Rights Agreement, dated as of April 27, 2005, by and
among Neurologix, Inc. and Medtronic International, Ltd.
99.1 Press Release, dated May 2, 2005