NeurogesX 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 2, 2008
(Exact name of registrant as specified in its charter)
2215 Bridgepointe Parkway, Suite 200
San Mateo, California 94404
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(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.):
On May 2, 2008, NeurogesX, Inc. (the Company) filed a Registration Statement on Form S-3 (the S-3) with the Securities and Exchange Commission in connection with its registration for resale under the Securities Act of 1933, as amended, of 5,227,183 shares of the Companys Common Stock, and containing the information attached to this Current Report as Exhibit 99.1. Such shares include 4,020,910 shares outstanding (the Issued Shares) and 1,206,273 shares (Warrant Shares) that may be issued upon exercise of outstanding warrants (the Warrants). The Issued Shares and the Warrants were issued in connection with the Companys private placement of such securities that closed on December 28, 2007 and January 3, 2008, and the Issued Shares and Warrant Shares are being registered by the Company in connection with its contractual obligations to the purchasers of such securities entered into in connection with the private placement.
This Current Report is being filed for the purpose of incorporating the information from the S-3 attached as Exhibit 99.1 hereto into outstanding registration statements of the Company that incorporate by reference Company filings under the Securities Exchange Act of 1934, as amended.
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.
Date: May 2, 2008