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) April 25, 2003
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Samaritan Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation or Organization)
0-26775 88-0431538
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(Commission File Number) (IRS Employer Identification No.)
101 Convention Center Drive, Suite 310, Las Vegas, Nevada 89109
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(Address of Principal Executive Offices) (Zip Code)
(702) 735-7001
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Registrant's Telephone Number, Including Area Code
Item 5. Other Events
On April 22, 2003, Samaritan Pharmaceuticals , Inc. and Fusion Capital Fund II,
LLC, a Chicago-based institutional investor and Samaritan's long-term financial
partner, entered into a new $10.0 million Common Stock Purchase Agreement. The
previous Common Stock Purchase Agreement between Samaritan and Fusion Capital
dated November 2, 2000 by its original terms has expired.
Under the new Common Stock Purchase Agreement, Fusion Capital shall buy from
time to time over twenty-five months up to $10.0 million of Samaritan's common
stock. Samaritan has the right to control the timing and the amount of stock
sold to Fusion Capital with the purchase price based upon the market price of
Samaritan's common stock at the time of each sale without any discount. Funding
of the $10.0 million shall commence at the Samaritan's discretion after the
Securities & Exchange Commission has declared effective a registration statement
covering the shares of common stock to be purchased by Fusion Capital. Copies of
the new Common Stock Purchase Agreement and a Registration Rights Agreement are
filed as exhibits to this current report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Number Description of Exhibit
10.1 Common Stock Purchase Agreement, dated as of
April 22, 2003, by and between Samaritan
Pharmaceuticals, Inc. and Fusion Capital
Fund II, L.L.C.
10.2 Registration Rights Agreement, dated as of
April 22, 2003, by and between Samaritan
Pharmaceuticals, Inc. and Fusion Capital
Fund II, L.L.C.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 25, 2003 Samaritan Pharmaceuticals, Inc.
By: /s/ Eugene Boyle
Name: Eugene Boyle
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit
No. Description
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10.1 Common Stock Purchase Agreement with Fusion Capital Fund II, LLC dated
April 22, 2003
10.2 Registration Rights Agreement with Fusion Capital Fund II, LLC
dated April 22, 2003