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):

£

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))

The information pertaining to the Securities in Item 1.01 is incorporated herein by reference in its entirety.   

As compensation for its services, the Company’s placement agent in the transaction (the “Placement Agent”) will receive a cash fee equal to 6.1% of the gross proceeds received from the sale of the Securities.  The Placement Agent will also receive a warrant to purchase up to 93,750 shares of the Company’s common stock, representing 5% of the Securities purchased by first-time Investors in the Company (the “Placement Agent Warrant”).  The Placement Agent Warrant will have a term of 3 years and will be exercisable after the first anniversary of the Closing Date, at an exercise price equal to 150% of the per share price at which the Investors invested.  The Placement Agent will also receive certain registration rights with respect to the common stock underlying its warrant, which rights include: one demand to register such shares for resale, provided that the Company is eligible to use a registration statement on Form S-3; an unlimited number of piggyback registration rights; “cashless exercise” rights with respect to the warrant; and customary anti-dilution provisions.  The  Company will have the right to repurchase any shares underlying the Placement Agent Warrant to be included in a registration statement, at 95% of the difference between the market price per share at the time of such repurchase and the applicable exercise price per share for such shares.

The Securities were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) for the offer and sale of securities not involving a public offering and Rule 506 of Regulation D promulgated thereunder.  The Investors agreed, pursuant to the terms and conditions of the Purchase Agreement, as applicable, that (a) they had access to all of the Company’s information pertaining to the investment and were provided with the opportunity to ask questions and receive answers regarding the offering, (b) they acquired the Securities, as applicable, for their own account for investment and not for the account of any other person and not with a view to or for any distribution within the meaning of the Securities Act and (c) they will not sell or otherwise transfer the Securities, as applicable, unless in compliance with state and federal securities laws.  Each of the Investors represented, pursuant to the terms and conditions of the Purchase Agreement,  that they are accredited investors as defined in Rule 501(a) under the Securities Act and that there was no general solicitation or advertising in connection with the offer and sale of the Securities.

(d)         Exhibits

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.