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
FEBRUARY 27, 2007
(Date of Report)
GAMMACAN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-32835 33-0956433
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
39 JERUSALEM ST.
KIRYAT ONO 55423 ISRAEL
(Address of principal executive offices)
972 3 7382616 (Registrant's telephone number, including area code)
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(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 (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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On February 27, 2007, GammaCan International, Inc., a Delaware corporation
(the "REGISTRANT") completed the closing of a private placement (the "PRIVATE
PLACEMENT"), whereby the Registrant sold an aggregate of 16,250,000 shares (the
"SHARES") of common stock, par value $0.0001 per share (the "COMMON STOCK"), of
the Registrant and warrants (the "WARRANTS") to acquire an aggregate of
16,250,000 shares of Common Stock to accredited investors, as defined by Rule
501 under the Securities Act of 1933, as amended. The gross proceeds of the
Private Placement were $6,500,000, or $0.40 per share of Common Stock and
Warrant.
The Warrants are exercisable through February 27, 2012 at the exercise
price of $0.48 per share, subject to adjustment for, among other things, stock
splits, stock dividends, reverse stock splits, certain fundamental transactions,
issuances of equity securities at effective prices less than the then effective
exercise price of the Warrants, and pro rata distributions to stockholders.
Further, commencing at any time after the sixteenth month anniversary from the
date of issuance of the Warrants, if at the time of exercise, there is no
effective Registration Statement registering, or no current prospectus available
for, the resale of the shares of Common Stock issuable upon the exercise of the
Warrants (the "WARRANT SHARES"), then the Warrants may also be exercised at such
time on a "cashless" or net issuance basis.
In connection with the Private Placement, the Registrant agreed to file a
registration statement under the Securities Act to register the resale of the
Shares within 30 days following the date of the closing. The Registrant has
agreed to use its best efforts to cause the registration statement to become
effective within 90 calendar days following the date of the closing (or, in the
event of a review of such registration statement by the Securities and Exchange
Commission, within 150 calendar days following the date of the closing). In the
event that the Registrant should be required to limit the number of shares of
Common Stock covered by such registration statement, the Registrant has agreed
to file additional registration statements, which additional registration
statements shall become effective within 60 days following the date on which
such additional registration statement is required to be filed. In the event
that the Registrant shall not comply with the timing requirements relating to
filing and effectiveness of the registration statements, the Registrant shall be
required to pay to the Purchasers, as liquidated damages and not as a penalty,
an amount equal to 1.5% of the purchase price per month with a maximum of 10% of
the purchase price.
In connection with the Private Placement, the officers, directors, and
holders of greater than 5% of the outstanding Common Stock agreed to
restrictions on resale until the first anniversary of the effective date of the
initial registration statement.
The Private Placement was conducted in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule
506 promulgated thereunder.
THIS CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES SOLD
IN THE PRIVATE PLACEMENT WILL NOT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(D) EXHIBITS
EXHIBIT DESCRIPTION
10.1 Form of Securities Purchase Agreement, dated as of February 27, 2007,
among the Registrant and the Purchasers named therein
10.2 Form of Common Stock Purchase Warrant
10.3 Form of Lock-Up Agreement
10.4 Form of Registration Rights Agreement, dated as of February 27, 2007,
among the Registrant and the Purchasers named therein
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: FEBRUARY 28, 2007
GAMMACAN INTERNATIONAL, INC.
By: /s/ Steven Katz
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Name: Steven Katz
Title: Chairman of the Board of Directors