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): August 14, 2006 |
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eXegenics,
Inc.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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000-26648
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75-2402409
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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1250
Pittsford-Victor Road, Building
200, Suite 280, Pittsford, New York
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14534
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(Address
of Principal Executive
Offices)
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(Zip
Code)
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(585)
218-4368
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since
Last Report)
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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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x |
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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Section
1 - Registrant’s Business and Operations
Item
1.01. Entry
into a Material Definitive Agreement
On
August
14, 2006, eXegenics, Inc. (the “Company”) entered into a Stock Purchase
Agreement (the “Purchase Agreement”) with a group of investors led by Phillip
Frost, M.D, for the sale of shares of the Company’s common stock. The
shares of common stock to be issued to the purchasers will constitute, upon
issuance, 51% of the issued and outstanding shares of common stock of the
Company, on a fully-diluted basis. The aggregate purchase price to be paid
for
the shares is $8,613,000, reflecting the book value of the Company at June
30,
2006. The purchase price is subject to adjustment based on the book value of
the
Company at the closing date. A closing of the stock purchase is subject to
certain conditions, as more particularly described in the Purchase Agreement.
Among other things, a closing of the transaction is subject to the approval
by
the stockholders of the Company of (i) an amendment to the certificate of
incorporation of the Company increasing the number of authorized shares of
common stock and (ii) the consummation of the transaction.
The
description above is qualified in its entirety by reference to the Stock
Purchase Agreement which is filed with this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference.
A
copy of
the press release announcing the Company’s execution of the Purchase Agreement
is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Addtional
Information
In
connection with the proposed sale and issuance of shares of eXegenics common
stock and amendment of eXegenics's certificate of incorporation, eXegenics
will file a proxy statement with the Commission. SECURITY HOLDERS ARE URGED
TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE COMMISSION, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Security holders may obtain a free copy of the proxy statement
(when available) and other documents filed by eXegenics at the Commission's
web
site at www.sec.gov. The proxy statement and such other documents may also
be obtained free of charge from eXegenics Inc. by directing such request
to
eXegenics Inc., 1250 Pittsford-Victor Road, Building 200, Suite 280,
Pittsford, New York 14534, tel: (585) 218-4368.
eXegenics
and certain of its directors, executive officers and other members of its
management and employees may be considered to be soliciting proxies from
eXegenics stockholders in favor of the proposed sale and issuance of shares
of
eXegenics common stock and amendment of eXegenics's certificate of
incorporation. INFORMATION CONCERNING PERSONS WHO MAY BE CONSIDERED PARTICIPANTS
IN THE SOLICITATION OF EXEGENICS’ STOCKHOLDERS UNDER THE RULES OF THE COMMISSION
IS SET FORTH IN THE PROXY STATEMENT FOR THE 2006 ANNUAL MEETING OF EXEGENICS
INC. FILED BY EXEGENICS WITH THE COMMISSION ON DECEMBER 13, 2005. Updated
information concerning these persons will be available in the proxy
statement.
Section
7 - Regulation FD
Item
7.01 Regulation
FD Disclosure
On
August
14, 2006, the Company issued a press release related to its execution of the
Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 to
this
Report on form 8-K and is incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits
10.1 Stock
Purchase Agreement dated as of August 14, 2006
99.1 Press
Release issued by eXegenics, Inc. dated August 14, 2006.
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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eXegenics,
INC. |
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| August
14, 2006 |
By: |
/s/ John
A.
Paganelli |
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John
A. Paganelli, Chairman of the Board, Chief Executive
Officer (Interim) Chief |
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(Principal
Executive Officer)
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