SEC Filing Summary: AspenBio Pharma, Inc. (Form 8-K)
Business Context and Reporting Period
This Form 8-K Current Report was filed by AspenBio Pharma, Inc. on April 13, 2006. The registrant is incorporated in Colorado and is based in Castle Rock, CO. The report discloses a material event regarding the unregistered sale of equity securities.
Key Financial Metrics and Transaction Details
The filing details a private placement of unregistered securities with the following metrics:
- Total Proceeds Raised: $1,428,000
- Shares Issued: 1,420,000 common shares
- Investment Structure: For every $1,400,000 invested, the purchaser received 1,000,000 common shares.
- Investor Type: Accredited investors only.
- Transaction Costs: No commission was paid on the offering.
Use of Proceeds: Funds are designated for working capital, new product development, and general corporate purposes.
Material Changes and Legal Basis
The offering was conducted in reliance on Section 4(2) of the Securities Act of 1933 and Rule 506. The shares issued are not registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption. This transaction represents a material change in the company's capital structure and liquidity position as of the reporting date.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, revenue outlook, or management commentary beyond the stated purpose of the capital raise. The primary risk disclosed is the restriction on the resale of the unregistered securities, which cannot be sold in the U.S. without registration or an exemption.
Key Facts for Investor Verification
- Verify the exact number of shares issued (1,420,000) against the total proceeds ($1,428,000) to confirm the effective price per share.
- Confirm the accreditation status of the investors involved in the private placement.
- Review the press release (Exhibit 99.1) for additional details on the specific new product development initiatives funded by this capital.
- Note that the filing metadata provided in the request incorrectly identified the company as "Riot Platforms, Inc."; the actual registrant in the text is "AspenBio Pharma, Inc."