140 East Ridgewood Avenue, Suite 415
07652
(Address of Principal Executive Offices) (Zip Code)
(855) 467 - 7682
(Issuer’s Telephone Number, Including Area Code)
N/A
(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))
SECTION 3. SECURITIES AND TRADING MARKET
ITEM 3.03. Recent Sales of Unregistered Securities.
The following lists sales of unregistered securities exceeding 5% of the total issued and outstanding common stock since the filing of the Form 10-Q for the period ending June 30, 2012. (3).
Aggregate
Date
Name
Shares
Value ($)(1) Consideration(2)
9/26/2012
Deerfield Special Situations
49,059
$2.13
Conversion
Fund LP
9/26/2012
Deerfield Special Situations
68,589
$2.13
Conversion
International Limited
9/26/2012
Midsummer Small Cap Master Ltd.
2,352
$2.13
Conversion
10/2/2012
Freestone Advantage Partners II, LP 2,941
$0.69
Conversion
10/2/2012
Cranshire Capital Master Fund, Ltd. 55,647
$0.69
Conversion
10/2/2012
Iroquois Master Fund Ltd.
52,941
$0.69
Conversion
10/2/2012
Sabby Heathcare Volatility Master
117,647
$0.69
Conversion
Fund, Ltd.
10/2/2012
Sabby Volatility Warrant Master
117,647
$0.69
Conversion
Fund, Ltd.
10/2/2012
Kingsbrook Opportunities Master
58,589
$0.69
Conversion
Fund LP
10/4/2012
Capital Ventures International
206,896
$0.60
Conversion
10/4/2012
Anson Investment Master Fund LP
243,408
$0.60
Conversion
10/4/2012
Midsummer Small Cap Master Ltd.
197,243
$0.60
Conversion
10/4/2012
Aria Opportunity Fund, Ltd.
10,548
$0.60
Conversion
10/4/2012
Tenor Opportunity Master Fund, Ltd. 30,021
$0.60
Conversion
10/4/2012
Hudson Bay Master Fund, Ltd.
150,100
$0.60
Conversion
10/4/2012
Freestone Advantage Partners II, LP 7,201
$0.60
Conversion
10/4/2012
Cranshire Capital Master Fund, Ltd. 136,240
$0.60
Conversion
10/4/2012
Iroquois Master Fund Ltd.
129,615
$0.60
Conversion
10/4/2012
Sabby Heathcare Volatility Master
288,033
$0.60
Conversion
Fund, Ltd.
10/4/2012
Sabby Volatility Warrant Master
288,033
$0.60
Conversion
Fund, Ltd.
10/4/2012
Kingsbrook Opportunities Master
143,440
$0.60
Conversion
Fund LP
10/4/2012
Deerfield Special Situations
120,110
$0.60
Conversion
Fund LP
10/4/2012
Deerfield Special Situations
167,639
$0.60
Conversion
International Limited
1)
Market value at the date of issuance evaluated at the last sale price.
2)
All shares herein above were converted from the Series E Preferred Stock issued March 9, 2012.
3)
The registrant claims exemption from the registration provisions of the Securities Act of 1933 with respect to the securities pursuant to Section 4(2) thereof inasmuch as no public offering was involved. The shares were not offered or sold by means of: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) any other form of general solicitation or advertising and the purchases were made for investment and not with a view to distribution. Each purchaser had the opportunity to inspect and copy all of the registrant’s books, records and other documents.
SIGNATURE
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 hereunto duly authorized.
PROTEONOMIX, INC.
Dated: October 5, 2012
By:
/s/Michael Cohen
Name: Michael Cohen
President