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): July 30, 2010
BACTERIN INTERNATIONAL
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-158426
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20-5313323
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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600
Cruiser Lane
Belgrade,
Montana
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59714
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (406) 388-0480
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02. Unregistered Sales of Equity Securities
On July
30, 2010, Bacterin International Holdings, Inc. (the “Company”) completed the
second and final closing of the private placement of its securities initially
reported in its Current Report on Form 8-K, filed with the Securities and
Exchange Commission (“SEC”) on June 30, 2010, and further reported in its
Current Report on Form 8-K, filed with the SEC on July 7,
2010. In the second and final closing of this private placement, the
Company sold a total of 1,102,500 shares of its common stock and warrants to
purchase an aggregate of up to an additional 275,625 shares of its common stock
for total gross cash proceeds of $1,764,000 in a private placement to accredited
investors in reliance upon the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
Regulation D promulgated thereunder. The Company sold each share and
warrant for an aggregate price of $1.60 per share pursuant to the terms of a
subscription agreement executed and delivered by each investor on or before the
closing of the private placement. Each warrant entitles the holder to
purchase one-quarter share of the Company’s common stock at an exercise price of
$2.50 per share through July 30, 2015. The investment in the second
closing of this private placement is subject to the same terms as the first
closing described in the June 30 and July 7, 2010 Form 8-Ks, and the exhibits to
those Form 8-Ks and the descriptions of the exhibits in those Form 8-Ks are
incorporated herein by reference.
The
placement agents in the private placement, including the lead placement agent, Middlebury Securities, LLC, received
an aggregate of $141,120 in cash placement fees and was issued 22,050 shares of
the Company’s common stock and warrants to purchase an additional 110,250 shares
of the Company’s common stock in connection with the second closing of the
private placement. The warrants have an exercise price of $1.60 per share,
have a cashless exercise provision, have registration rights that are the same
as those afforded to investors in the private placement and are otherwise
identical to the warrants issued to investors in the private
placement.
The
shares of the Company’s common stock and warrants issued in the private
placement were exempt from registration under Section 4(2) of the Securities Act
of 1933 as a sale by an issuer not involving a public offering or under
Regulation D promulgated pursuant to the Securities Act. None of the
common stock or warrants, or shares of its common stock underlying such
warrants, were registered under the Securities Act, or the securities laws of
any state, and were offered and sold in reliance on the exemption from
registration afforded by Section 4(2) and Regulation D (Rule 506) under the
Securities Act and corresponding provisions of state securities laws, which
exempts transactions by an issuer not involving any public offering. Such
securities may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements and certificates
evidencing such shares contain a legend stating the same.
Following
the second closing of the private placement, the Company had 35,744,653 shares
of common stock outstanding. The Company also had outstanding
warrants to purchase 6,750,208 shares of its common stock, at exercise prices
ranging from $2.08 to $2.60 per share, and outstanding stock options to purchase
a total of 4,273,196 shares of its common stock at exercise prices ranging from
$0.104 to $2.60.
Item 7.01. Regulation FD
Disclosure.
A copy of
the press release announcing the matters described in Item 3.02 above is
attached as Exhibit 99.1 and incorporated herein. The information in
this Item 7.01 and the document attached as Exhibit 99.1 are being furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject to
the liabilities of that section, nor incorporated by reference in any filing
under the Securities Act or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
This
Current Report on Form 8-K will not be deemed an admission as to the materiality
of any information in the Report that is required to be disclosed solely by
Regulation FD.
We do not
have, and expressly disclaim, any obligation to release publicly any updates or
any changes in our expectations or any change in events, conditions, or
circumstances on which any forward-looking statement is based.
The text
included with this Report on Form 8-K is available on our website located at
www.bacterin.com,
although we reserve the right to discontinue that availability at any
time.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit
No
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Description
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99.1
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Press
Release of Bacterin International Holdings, Inc., dated August 5, 2010,
entitled “Bacterin Closes Private Placement with Total Raise of $9.2
Million”
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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.
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Date:
August 5, 2010
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BACTERIN
INTERNATIONAL HOLDINGS, INC.
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By:
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/s/
Guy S. Cook
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Guy
S. Cook
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President
and Chief Executive
Officer
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EXHIBIT
99.1
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Bacterin
Closes Private Placement with Total Raise of $9.2 million
Bacterin
International Schedules Conference Call to Present
Second
Quarter 2010 Financial Results
BELGRADE,
MT, August 5, 2010 – Bacterin International Holdings, Inc. (“Bacterin” or the
“Company”) (OTCBB: BIHI), a developer of anti-infective coatings for medical
applications and revolutionary bone graft material, today announced that it has
closed its private placement offering raising total gross proceeds of $9.2
million from the sale to accredited investors, including certain of its
directors and officers, of shares of its common stock at a purchase price of
$1.60 per share, with detachable warrants to purchase one-quarter of one share
its common stock (at an exercise price of $2.50 per share) for each share
purchased.
In total,
Bacterin sold 5,479,895 shares of its common stock and warrants to purchase
1,323,540 shares of its common stock in the private placement, including shares
and warrants issued to the placement agents, which brings the Company’s total
shares outstanding to approximately 35.6 million (46.5 million shares on a fully
diluted basis). Bacterin received gross proceeds of $9,272,329, consisting of
(i) $4,026,000 from investors in the initial private placement round that closed
on June 30, 2010, which included directors and executive officers of the
Company, (ii) $1,764,000 in the private placement round that closed on July 30,
2010, which only included investors who invested in the initial round, and (iii)
$3,482,329 from note holders in two earlier bridge financings who converted
certain principal and interest outstanding under their notes into shares of
common stock and warrants in the private placement at a 10% discount to the
purchase price therein, being $1.44 per share, and received warrants with a 10%
discounted exercise price of $2.25. Bacterin intends to use the cash
proceeds from the capital raise to repay its remaining bridge notes in the
principal amount of approximately $1.85 million and for working capital,
including the expansion of its sales force. Middlebury Securities, LLC, a wholly
owned subsidiary of Middlebury Group, LLC acted as the placement agent in
connection with the private placement.
Bacterin has scheduled a
conference call for Thursday, August 12, 2010 at 10:00 a.m. (ET) to discuss the Company’s
financial results for its second quarter ended June 30, 2010, during which
management may discuss forward-looking information. Bacterin intends
to issue its earnings release after the market close on August 11,
2010.
Conference
Call Details:
Date/Time: Thursday, August 12, 2010—10:00 a.m.
(ET)
Telephone
Number: 866-804-6925
International
Dial-In Number: 857-350-1871
Participant
Pass
code: 65868515
Internet
Access: www.bacterin.com
or www.earnings.com
It is
recommended that participants phone-in at least 5 minutes before the call is
scheduled to begin. A replay of the conference call in its entirety
will be available approximately one hour after its completion by dialing
888-286-8010 (U.S.), 617-801-6888 (International) and entering the pass code
11896393 and on the Internet at www.earnings.com.
Investor
Contact:
Yvonne L.
Zappulla
Managing
Director
Grannus
Financial Advisors, Inc.
212-681-4108
845-323-8014
Cell
Yvonne@GrannusFinancial.com
About
Bacterin International Holdings, Inc.
Bacterin
International Holdings, Inc. (“Bacterin”) processes and markets innovative,
biologic allografts for transplantation. The Company's products, OsteoSponge®,
OsteoSponge® SC and OsteoWrap®, are made from demineralized bone that is
malleable and flexible, which enables more efficient and precise handling. It
also markets BacFast® and OsteoLock®, which are used in spine surgery, designed
to minimize graft back-out, and increase osteoinductivity. Bacterin's latest
allograft, OsteoSelect® DBM Putty has excellent handling characteristics and is
distributed as a sterile product, with osteoinductivity testing completed on
every lot after terminal sterilization. Headquartered in Belgrade,
Montana, Bacterin operates a 32,000 sq. ft., state-of-the-art, fully compliant
and FDA registered facility, equipped with five "Class 100" clean
rooms.
This
news release contains certain disclosures that may be deemed forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that are subject to significant risks and uncertainties. Forward-looking
statements include statements that are predictive in nature, that depend upon or
refer to future events or conditions, or that include words such as "continue,"
"efforts," "expects," "anticipates," "intends," "plans," "believes,"
"estimates," "projects," "forecasts," "strategy," "will," "goal," "target,"
"prospects," "potential," "optimistic," "confident," "likely," "probable" or
similar expressions or the negative thereof. These forward-looking statements
are based on current expectations or beliefs and include, but are not limited
to, statements about the Company’s use of proceeds from the private placement
offering and its earnings release. Statements of historical fact also may be
deemed to be forward-looking statements. We caution that these statements by
their nature involve risks and uncertainties, and actual results may differ
materially depending on a variety of important factors, including, among others:
the company's ability to meet its obligations under existing and anticipated
contractual obligations; the company's ability to develop, market, sell and
distribute desirable applications, products and services and to protect its
intellectual property; the ability and willingness of third-party manufacturers
to timely and cost-effectively fulfill orders from the company; the ability of
the company's customers to pay and the timeliness of such payments, particularly
during recessionary periods; the company's ability to obtain financing as and
when needed; changes in consumer demands and preferences; the company's ability
to attract and retain management and employees with appropriate skills and
expertise; the impact of changes in market, legal and regulatory conditions and
in the applicable business environment, including actions of competitors; and
other factors. The company undertakes no obligation to release publicly any
revisions to any forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events,
except as required by law.