Securities and Exchange Commission
Washington, DC 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) April 6, 2006
ASTRALIS LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-30997 84-1508866
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(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
75 Passaic Avenue, Fairfield, New Jersey 07004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 227-7168
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(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.)
|_| 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))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On March 31, 2006, Astralis Ltd. (the "Registrant") issued to Blue Cedar
Limited, an accredited investor and currently a stockholder of the Registrant,
(i) a convertible promissory note in the principal amount of $250,000,
convertible into shares of the Registrant's common stock $0.0001 par value per
share ("Common Stock") at $0.09 per share, and (ii) a warrant to purchase
2,777,778 shares of Common Stock. The Registrant raised $250,000 in proceeds
from this private placement. The securities offered and sold in this private
placement were sold in reliance on an exemption from the registration
requirements under Regulation D of the Securities Act of 1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
10.1 Form of Subscription Agreement, dated March 31,
2006, by and between Astralis Ltd. and Blue Cedar
Limited.
10.2 Form of Warrant, dated March 31, 2006, issued to
Blue Cedar Limited by Astralis Ltd.
10.3 Form of Convertible Promissory Note in the principal
amount of $250,000, dated March 31, 2006, issued to
Blue Cedar Limited by Astralis Ltd.
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.
ASTRALIS LTD.
Date: April 6, 2006 By: /s/ Michael Garone
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Michael Garone
Chief Financial Officer and Interim
President
EXHIBIT INDEX
Exhibit No. Description
10.1 Form of Subscription Agreement, dated March 31, 2006, by and
between Astralis Ltd. and Blue Cedar Limited.
10.2 Form of Warrant, dated March 31, 2006, issued to Blue Cedar
Limited by Astralis Ltd.
10.3 Form of Convertible Promissory Note in the principal amount
of $250,000, dated March 31, 2006, issued to Blue Cedar
Limited by Astralis Ltd.