form8kforregfd.htm
UNITED
STATES
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):
June
7, 2007
BIOSANTE
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-31812
|
58-2301143
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
111
Barclay Boulevard
Lincolnshire,
Illinois
|
60069
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(847)
478-0500
(Registrant’s
telephone number, including area code)
N/A
(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
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))
|
|
£
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
7.01 Regulation FD
Disclosure
On
June
7, 2007, an article (a copy of which is reprinted below) was published by Globes
Israel Business News based in part on a presentation given by Stephen Simes,
President and Chief Executive Officer of BioSante Pharmaceuticals, Inc., at
the
ISLI-Biomed 2007 conference in Tel Aviv, Israel, organized by the Israel Life
Sciences Industry. This Form 8-K is being furnished to clarify
certain statements in the article. The article quoted Mr. Simes as
stating “I invite Israeli companies to merge with us … We’ve been thinking for a
long time about licensing the products of Israeli companies, and we recently
began thinking – why not a merger? We’re already in talks with two or
three possible companies, but we’re open to proposals from anyone who can
demonstrate products that are synergetic with ours.” BioSante would
like to clarify that it is not currently in discussions with any companies
regarding a merger or other similar business combination. However, as
disclosed in BioSante’s most recent annual report on Form 10-K, one of
BioSante’s strategic goals is to license or otherwise acquire other products
that will add value to BioSante’s current product portfolio, and as a matter of
course, BioSante from time to time engages in discussions with third parties
regarding the licensing or acquisition of products.
*
* * *
*
|
Biosante
invites Israeli cos to merge with it
|
|
CEO
Stephen Simes: We’re in talks with 2-3 companies. If we merge with an
Israeli company, we’ll consider listing on the
TASE.
|
|
|
|
Gali
Weinreb
|
[
|
7
Jun 07 17:18
|
“I
want to offer you a wonderful
alternative to an IPO on the stock market: merge with a US public company,” said
Biosante Pharmaceuticals vice chairman, president and CEO Stephen M. Simes
at
the ISLI-Biomed
2007 conference in Tel
Aviv, organized by Israel
Life
Sciences Industry.
“An
American company generally has an experienced management, ties with local
investors, and products that can complement yours. Together, it would be
possible to build more extensive business that will give the company a boost
in
terms of the type of investors interested in it.”
It
soon
became clear that the US company that Simes was proposing merging with was
his
own - BioSante Pharmaceuticals Inc. (AMEX: BPA). “I invite Israeli companies to
merge with us,” he told “Globes”. “We’ve been thinking for a long time about
licensing the products of Israeli companies, and we recently began thinking
-
why not a merger? We’re already in talks with two or three possible companies,
but we’re open to proposals from anyone who can demonstrate products that are
synergetic with ours.”
Sims
added, “We considered in the past to list for trading on the TASE. If we merge
with an Israeli company, we’ll definitely reconsider this.”
Biosante
has a market cap of $175
million. Sims is married to an Israeli, and Israeli investors, including
Teva
Pharmaceutical Industries Ltd. (Nasdaq: TEVA;
TASE: TEVA),
owns a fifth of the company’s share
capital. The company’s most advanced product is a treatment for menopausal
symptoms, which the US Food and Drug Administration (FDA) has approved, but
which does not yet have substantial sales.
Biosante
is pinning great hopes on LibiGel, a transdermal bioidentical testosterone
gel,
which is in Phase III development for the treatment of female sexual
dysfunction.
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.
BIOSANTE
PHARMACEUTICALS, INC.
By: /s/
Phillip B. Donenberg
Phillip
B. Donenberg
Chief
Financial Officer, Treasurer and Secretary
Dated: June
8, 2007