On September 17, 2007, Transdel Pharmaceuticals, Inc. accepted subscriptions for a total of 39.9 units in the Private Placement, consisting of an aggregate of 1,996,834 shares of Transdel Pharmaceuticals, Inc. common stock and warrants to purchase an aggregate of 499,208 shares of common stock at an initial cash exercise price of $4.00 per share and an initial cashless exercise price of $5.00 per share, for a per unit purchase price of $100,000. Transdel Pharmaceuticals, Inc. received gross proceeds from such closing of the Private Placement of $3,951,667. In addition, on September 18, 2007, Transdel Pharmaceuticals, Inc. accepted subscriptions for an additional 1 unit in the Private Placement for gross proceeds of $100,000.
The Private Placement was made solely to “accredited investors,” as that term is defined in Regulation D under the Securities Act. The securities sold in the Private Placement were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering.