<![CDATA[ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 1, 2007, QuantRx Biomedical Corporation, a Nevada corporation,
closed on a private placement of 3,532,500 shares of QuantRx' common stock at a
purchase price of $1.00 per share, for aggregate gross proceeds of $3,532,500.
The closing constitutes the second closing in a bifurcated private placement,
the first of which took place on December 6, 2006. In connection with the
private placement, QuantRx entered into a common stock and warrant purchase
agreement with the purchasers of the securities, which contained customary
representations, warrants and covenants. QuantRx has raised an aggregate of
$5,572,500 in this private placement, solely from institutional and accredited
investors.
Each investor received a three-year warrant to purchase an amount of
shares of common stock that equals 30% of the number of shares of common stock
purchased by such investor in the offering. The exercise price of the warrants
is $1.50 per share. The warrants contain customary provisions for adjustment to
the exercise price in the event of stock splits, combinations and dividends. The
warrants also contain weighted average anti-dilution provisions that provide for
an adjustment to the then effective exercise price upon certain dilutive
issuances by QuantRx of equity securities.
In connection with the private placement, QuantRx also entered into a
registration rights agreement with the purchasers of the securities pursuant to
which QuantRx agreed to file a registration statement with the Securities and
Exchange Commission within 45 days after the final closing of the offering.
QuantRx must use its commercially reasonable best efforts to cause the
registration statement to be declared effective by the SEC within 120 days after
March 1, 2007.
QuantRx has agreed to pay certain placement agents compensation based
on investments from purchasers located by such agents. The compensation is no
more than 8% of the cash proceeds from an introduced investor plus warrants to
purchase no more than 10% of the number of shares purchased by an introduced
investor.
Net cash proceeds of the offering are expected to be used for working
capital purposes.
Copies of the common stock and warrant purchase agreement, a form of
warrant and the registration rights agreement are attached as Exhibits 10.1,
10.2 and 10.3, respectively, to the Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 12, 2006, which is incorporated
herein by reference. On March 6, 2007, QuantRx issued a press release relating
to the financing described in Items 1.01 and 3.02 of this current report, a copy
of which is attached hereto as Exhibit 99.1.
Neither the shares of common stock offered and sold in the private
placement nor the shares of common stock underlying the warrants were registered
under the Securities Act, and therefore may not be offered or sold in the United
States absent registration or an applicable exemption from registration. QuantRx
offered and sold the foregoing securities in reliance on the statutory exemption
from registration in Section 4(2) of the Securities Act, and/or Rule 506 of
Regulation D promulgated thereunder. The disclosure about the private placement
contained in this report does not constitute an offer to sell or a solicitation
of an offer to buy any securities
of QuantRx, and is made only as required under applicable rules for filings
current reports with the SEC, and as permitted under Rule 135c under the
Securities Act.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The disclosures required to be provided herein are incorporated by
reference to Item 1.01 above.
ITEM 8.01 OTHER EVENTS.
On March 6, 2007, QuantRx issued a press release relating to the
financing described in Items 1.01 and 3.02 of this current report, a copy of
which is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Common Stock and Warrant Purchase Agreement, dated as of December 6,
2006, among QuantRx Biomedical Corporation and the purchasers specified
therein(1)
10.2 Form of Warrant(2)
10.3 Registration Rights Agreement, dated as of December 6, 2006, among
QuantRx Biomedical Corporation and the purchasers specified therein(3)
99.1 Press release issued by QuantRx Biomedical Corporation on March 6, 2007
(1) Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K
filed with the SEC on December 12, 2006.
(2) Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K
filed with the SEC on December 12, 2006.
(3) Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K
filed with the SEC on December 12, 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 thereunto duly authorized.
QUANTRX BIOMEDICAL CORPORATION
Date: March 7, 2007 By: /s/ Walter Witoshkin
-------------------------------------
Walter Witoshkin
President and Chief
Executive Officer]]>
