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: February 21, 2008
(Date
of
earliest event reported)
LECTEC
CORPORATION
(Exact
name of registrant as specified in its charter)
Commission
File Number: 0-16159
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Minnesota
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41-1301878
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(State
or other jurisdiction of
incorporation)
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(IRS
Employer Identification No.)
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5610
Lincoln Drive, Edina, Minnesota 55436
(Address
of principal executive offices, including zip code)
(952)
933-2291
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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 21, 2008, 10701 Red Circle Drive, LLC (“Red
Circle”)
exercised its warrant dated February 25, 2003 to purchase 200,000 shares of
common stock, $.01 par value (the “Common
Stock”),
of
LecTec Corporation (the “Company”)
with
an exercise price of $0.90 per share. In lieu of paying the aggregate exercise
price under the warrant, Red Circle elected to exercise its right under the
warrant to effect a cashless net exercise of the warrant. Accordingly, Red
Circle forfeited a number of shares underlying the warrant with a “fair market
value” equal to the aggregate exercise price of the warrant and received 113,978
shares of Common Stock upon exercise of the warrant. As a result of the cashless
exercise, the Company did not receive any cash proceeds from the
exercise.
The
exercise was made in reliance upon the exemption from registration under Section
4(2) of the Securities Act of 1933, as amended. There was a single purchaser
of
stock in this transaction. The transaction involved the exercise of a
contractual right held by the purchaser and did not result from any selling
efforts by the Company. No underwriter or placement agent participated in,
nor
did we pay any commissions or fees to any underwriter or placement agent, in
this transaction. Red Circle had knowledge and experience in financial and
business matters that allowed it to evaluate the merits and risks of the receipt
of these securities. Red Circle was knowledgeable about the operations and
financial condition of the Company.
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.
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LECTEC
CORPORATION
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By: |
/s/
Judd A. Berlin
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Judd
A. Berlin
Chief
Executive Officer and Chief Financial Officer
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| Date: February 27, 2008 |
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