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 11, 2016
Skyline Medical Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-36790 | 33-1007393 | |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
|
2915 Commers Drive, Suite 900 Eagan, Minnesota |
55121 | ||
| (Address of Principal Executive Offices) | (Zip Code) | ||
Registrant's telephone number, including area code: (651) 389-4800
Former Name or Former Address, if Changed Since Last Report: Not Applicable
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)) |
| x | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On March 11, 2016, Skyline Medical Inc. (the “Company”) announced its intention to conduct a registered exchange offer for its outstanding Series A Warrants. The exchange offer will be made solely by an Offer Letter and the related Letter of Transmittal which will be attached to the Company’s commencement tender offer statement on Schedule TO to be filed with the Securities and Exchange Commission.
A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description/Exhibit |
| 99.1 | Press release of Skyline Medical Inc. dated March 11, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| skyline medical inc. | ||
| By: | /s/ Josh Kornberg | |
|
Name: Josh Kornberg Title: President and Chief Executive Officer | ||
Date: March 11, 2016
Exhibit 99.1
March 11, 2016
Skyline Medical Announces Intention to
Conduct Registered Exchange Offer
for Outstanding Series A Warrants
MINNEAPOLIS, March 11, 2016 — Skyline Medical Inc. (NASDAQ: SKLN) (the “Company”) today announced that it intends to conduct a registered exchange offer to issue new Series B Warrants of the Company in exchange for its outstanding Series A Warrants.
Each outstanding Series A Warrant currently represents the right to (1) effect a cashless exercise permitting the holder to receive shares of common stock under a formula set forth in the Series A Warrants or (2) purchase one share of common stock for $4.95 per share in a cash exercise. Currently, under the formula for a cashless exercise, each Series A Warrant represents the right to receive approximately 10.1 shares of common stock.
The terms of the Series B Warrants are expected to include the following features:
| · | The Series B Warrants will permit a cashless exercise at a fixed rate rather than a formula. For each Series A Warrant tendered in the exchange offer, the holder will receive Series B Warrants that entitle the holder to receive 10.2 shares of common stock upon a cashless exercise (subject to adjustment for stock splits, reverse stock splits, etc.). |
| · | The Series B Warrants will expire on December 31, 2020, compared to the expiration date of August 31, 2020 for the Series A Warrants. |
| · | Similar to the Series A Warrants, the Series B Warrants will contain a limitation under which exercise is not permitted to the extent that the holder or its affiliates would beneficially own in excess of 4.99% of the Company’s outstanding common stock. |
| · | Otherwise, the terms of the Series B Warrants are expected to be similar to the terms of the Series A Warrants. |
The Company expects to commence the exchange offer following the filing of a Form S-4 registration statement setting forth the terms of the exchange offer.
Important Notice
This announcement is being made pursuant to and in accordance with Rule 135 under the Securities Act of 1933. As required by Rule 135, this press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Investor and Media Contact:
Garth Russell
KCSA Strategic Communications
212-896-1250
skyline@kcsa.com
SOURCE: Skyline Medical Inc.