UNITED STATES
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):   February 14, 2014

Sophiris Bio Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
British Columbia 001-36054 98-1008712
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1258 Prospect Street, La Jolla, California   92037
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   858-777-1760

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  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))

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Item 1.01 Entry into a Material Definitive Agreement.

On February 14, 2014, Sophiris Bio Inc. ("the Company") and Oxford Finance LLC entered into an Omnibus Amendment to Warrants to Purchase Common Shares related to Oxford Finance LLC's outstanding common share purchase warrants. This agreement provides for the following:

(i) the amendment of the exercise price and number of shares underlying each of the outstanding warrants to purchase common shares to reflect the 52-for-1 share consolidation effected by the Company on August 9, 2013; and

(ii) the amendment of the existing exercise price which is denominated in Canadian dollars to be restated into U.S. dollars. The agreement stipulates that the conversion of the exercise price will be completed utilizing the exchange rate in effect on the date of the issuance of each warrant.

No new warrants to purchase common shares were issued as a result of the execution of this agreement. The description of this agreement is qualified in its entirety by the agreement, which is filed as an exhibit to this Current Report on Form 8-K.





Item 3.02 Unregistered Sales of Equity Securities.

To the extent the amendments discussed in Item 1.01 of this Current Report on Form 8-K constitute an issuance of securities, the deemed exchange of the original warrants for warrants with modified terms was for no additional consideration and without payment of remuneration for soliciting such exchange and was exempt under Section 3(a)(9) of the Securities Act of 1933, as amended.





Item 3.03 Material Modifications to Rights of Security Holders.

Reference is made to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into this Item 3.03.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Omnibus Amendment to Warrants to Purchase Common Shares dated February 14, 2014





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SIGNATURES

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.

         
    Sophiris Bio Inc.
          
February 18, 2014   By:   /s/ Peter T. Slover
       
        Name: Peter T. Slover
        Title: Chief Finanical Officer

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Exhibit Index


     
Exhibit No.   Description
 
10.1
  Omnibus Amendment to Warrants to Purchase Common Shares dated February 14, 2014.

SOPHIRIS BIO INC.
OMNIBUS AMENDMENT TO
WARRANTS TO PURCHASE COMMON SHARES

This Omnibus Amendment to Warrants to Purchase Common Shares (this “ Agreement ”) is made as of February 14, 2014, by and among Sophiris Bio Inc. , a corporation amalgamated under the Business Corporations Act (British Columbia), f/k/a Protox Therapeutics Inc. (the “ Company ”), and Oxford Finance LLC a [Delaware] limited liability company (the “ Holder ”) to amend those certain Warrants to Purchase Common Shares (each a “ Warrant ” and together the “ Warrants ”) set forth in Attachment 1 attached hereto. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Warrants.

Recitals

Whereas , the Company previously issued to the Holder the Warrants set forth on Attachment 1 attached hereto;

Whereas, the Warrant Price and number of Shares underlying each of the Warrants were previously adjusted to reflect the 52-for-1 share consolidation effected by the Company on August 9, 2013 (the “ Adjustment ”) as set forth under the columns “Adjusted Warrant Price” and “Adjusted Share Number” in Attachment 1 attached hereto, respectively;

Whereas, the Company and the Holder desire to amend each of the Warrants to (i) reflect the Adjustment and (ii) convert the Warrant Price from a Canadian dollar amount to a U.S. dollar amount using the applicable exchange rate as of the date of issuance of the Warrants; and

Whereas, pursuant to Section 5.6 of each Warrant, the Warrants may be changed by an instrument in writing signed by the Company and the Holder.

Agreement

Now, Therefore, in consideration of the mutual agreements, covenants and considerations contained herein, the Company and the undersigned Holder hereby agree as follows:

1. Amendment of Warrants. The Warrants shall be amended as follows:

  1.1   The number of Shares set forth on the first page of each Warrant is hereby amended to replace such share number with the number of shares set forth next to the applicable Warrant under the column

“Adjusted Share Number” in Attachment 1 attached hereto.

  1.2   The Warrant Price set forth on the first page of each Warrant is hereby amended to replace such amount with the amount set forth next to the applicable Warrant under the column “U.S. Warrant Price” in Attachment 1 attached hereto.

  1.3   A new Section 5.11 is hereby added to each Warrant as follows:

“ Currency . All references to currency in this Warrant are denominated in U.S. dollars.”

2. No Other Warrants. The Holder represents that it holds no other warrants to acquire securities of the Company, other than as specified on Attachment 1 attached hereto.

3. Miscellaneous.

  3.1   Except as expressly modified by this Agreement, all of the terms and conditions of the Warrants are reaffirmed and shall remain in full force and effect, until such Warrants are exercised and cancelled as provided herein. Other than as stated in this Agreement, this Agreement shall not operate as a waiver of any condition or obligation imposed on the parties under the Warrants.

  3.2   In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement and any provision of the Warrants, the provisions of this Agreement shall govern and control.

  3.3   This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

  3.4   This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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In Witness Whereof, the undersigned have executed this Omnibus Amendment to Warrants to Purchase Common Shares as of the day and year first set forth above.

COMPANY:

SOPHIRIS BIO INC.

By: /s/ Peter Slover
Name: Peter Slover
Title: Chief Financial Officer

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In Witness Whereof, the undersigned have executed this Omnibus Amendment to Warrants to Purchase Common Shares as of the day and year first set forth above.

HOLDER:

OXFORD FINANCE LLC.

By: /s/ Mark Davis
Name: Mark Davis
Title: Vice President – Finance, Secretary & Treasurer

Attachment 1

Schedule of Warrants to Purchase Common Shares

                                 
Holder   Warrant No.   Issuance Date   Warrant Price   Adjusted Exercise   Exchange Rate(2)   U.S. Warrant   Number Of Shares   Adjusted Share
                Price(1)       Price(3)       Number(1)
Oxford Finance LLC
  Ox-1   7/15/2011   $0.5170 CDN   $26.884 CDN   1.0479   US$28.172   467,458   8,989.87
 
                               
Oxford Finance LLC
  Ox-2   7/15/2011   $0.5170 CDN   $26.884 CDN   1.0479   US$28.172   935,057   17,981.58
 
                               

(1) Adjusted to reflect the 52-for-1 share consolidation effected by Sophiris Bio Inc. on August 9, 2013.
(2) Reflects the U.S. dollar per Canadian dollar exchange rate as of the close of business on the Issuance Date as reported by the Bank of Canada.
(3) Reflects the conversion of the Adjusted Warrant Price to U.S. dollars using the Exchange Rate.

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