Current Report Filing (8-k)
March 06 2015 - 1:55PM
Edgar (US Regulatory)
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)
March 5, 2015
Pathfinder Cell Therapy,
Inc.
(Exact name of Registrant as Specified in its
Charter)
| Delaware |
|
0-20580 |
|
14-1745197 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission file Number) |
|
(IRS
Employer
Identification No.)
|
| 12 Bow Street, Cambridge, Massachusetts |
|
02138 |
| (Address of principal executive offices) |
|
(Zip
Code) |
Registrant's telephone
number, including area code: 617-245-0289
(Former name or 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
(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)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On March 5, 2015, we borrowed
$55,000 from an investor. The loan is evidenced by a promissory note bearing interest at 6% per annum. Principal and interest are
due and payable on the first anniversary of issuance. At any time prior to completion or termination of the capital raise described
in our current report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2011, the holder may elect
to convert the principal amount of the promissory note, and/or accrued interest thereon, into shares of our common stock in the
capital raise at the subscription price thereof. Since February 2012, we have borrowed an aggregate principal amount of $4,835,000
from investors on these terms, which amount includes the $55,000 covered by this report.
Item 3.02 Unregistered Sales of Equity Securities
For the offer and sale
of the promissory note described under Item 2.03 above, as well as the offer of the underlying shares of common stock, we have
relied upon the exemption from registration set forth in Section 4(2) of the Act and/or Rule 506 of Regulation D and/or Regulation
S.
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.
| |
Pathfinder Cell Therapy, Inc. |
| |
|
|
| Date: March 6, 2015 |
By: |
/s/ John Benson |
|
|
John Benson, CFO |
3
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