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 (Date of earliest event reported): October 31, 2011
BioZone Pharmaceuticals, Inc.
(Exact Name Of Registrant As Specified In Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
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333-146182
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20-5978559
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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550 Sylvan Avenue, Suite 101, Englewood Cliffs, NJ
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07632
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(Address of Principal Executive Offices)
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(Zip Code)
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(201) 608-5101
(Registrant’s 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. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02. Unregistered Sales of Equity Securities.
On November 3, 2011, BioZone Pharmaceuticals, Inc. (the "Company") issued 455,000 shares of its common stock, par value $0.001 per share, at a purchase price of $1.00 per share pursuant to subscription agreements entered into on October 31, 2011 and November 1, 2011. The shares were issued to an accredited investor in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated by the Securities and Exchange Commission thereunder.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Form of Subscription Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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BioZone Pharmaceuticals, Inc.
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Date: November 4, 2011
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By:
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/s/ Elliot Maza
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Name: Elliot Maza
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Title: Chief Executive Officer and CFO
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