8-K: Current report filing

Published on September 26, 2002



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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): August 30, 2002

Commonwealth Biotechnologies, Inc.

(Exact name of registrant as specified in its charter)



Virginia 001-13467 56-1641133
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)



601 Biotech Drive

Richmond, Virginia 23235

(Address of principal executive offices)


Registrant's telephone number, including area code: (804) 648-3820


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ITEM 5. Other Events and Regulation FD Disclosure.

As of August 30, 2002, Commonwealth Biotechnologies, Inc. (the "Company")
completed a $302,000 private placement of common stock and warrants to purchase
common stock to nine accredited investors.

ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of businesses acquired:

N/A

(b) Pro Forma Financial Information:

N/A

(c) Exhibits:

10.1 Common Stock and Warrant Purchase Agreement, dated as of
August 30, 2002, by and among the Company and the investors
indicated on Exhibit A thereto. (1)

10.2 Warrant Agreement, dated as of August 30, 2002, by and between
the Company and Samuel P. Sears, Jr. (1)

10.3 Warrant Agreement, dated as of August 30, 2002, by and between
the Company and Richard J. Freer, Ph.D. (1)

10.4 Warrant Agreement, dated as of August 30, 2002, by and between
the Company and James H. Brennan. (1)

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(1) Filed herewith.

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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 thereunto duly authorized.


COMMONWEALTH BIOTECHNOLOGIES, INC.


Dated: September 25, 2002 By:

/s/ Robert B. Harris, Ph.D.
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Robert B. Harris, Ph.D.

President and Chief Executive Officer

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Exhibit Index

10.1 Common Stock and Warrant Purchase Agreement, dated as of
August 30, 2002, by and among the Company and the
investors indicated on Exhibit A thereto. (1)

10.2 Warrant Agreement, dated as of August 30, 2002, by and
between the Company and Samuel P. Sears, Jr. (1)

10.3 Warrant Agreement, dated as of August 30, 2002, by and
between the Company and Richard J. Freer, Ph.D. (1)

10.4 Warrant Agreement, dated as of August 30, 2002, by and
between the Company and James H. Brennan. (1)

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(1) Filed herewith.

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