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): December 20, 2005
GAMMACAN
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
0-32835
(Commission
File Number)
33-0956433
(IRS
Employer Identification No.)
11
Ben Gurion St., 54100 Givat Shmuel, Israel
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: 972
3 5774475
(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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
December 20, 2005, we completed a private placement offering of 1,333,334
units
to an accredited investor for an aggregate purchase price of $1,000,000.50.
Each
unit consisted of one share of our common stock, par value $0.001 per share
and
one warrant to purchase one share of our common stock. The aforementioned
securities were sold in reliance upon the exemption afforded by the provisions
of Regulation D, as promulgated by the Securities and Exchange Commission
under
the Securities Act of 1933, as amended.
With
respect to the foregoing issuance, two placement agents will each receive
$50,000 and 66,666 warrants to purchase
one
share of our common stock.
In
addition, on December 20, 2005, we completed a private placement offering
of
222,222 units for an aggregate purchase price of $199,999.80. Each consisted
of
one share of our common stock, par value $0.001 per share and one warrant
to
purchase half a share of our common stock. The aforementioned units were
sold in
reliance upon the exemption afforded by the provisions of Regulation S under
the
Securities Act.
The
purchaser who received shares under Regulation S are non U.S. persons as
defined
in Rule 902(k) of Regulation S, and no sales efforts were conducted in the
U.S.,
in accordance with Rule 903(c). Such purchasers acknowledged that the securities
purchased must come to rest outside the U.S., and the certificates contain
a
legend restricting the sale of such securities until the Regulation S holding
period is satisfied.
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.
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GAMMACAN
INTERNATIONAL, INC. |
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By: |
/s/ VERED
CAPLAN |
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Vered
Caplan, |
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Chief
Executive Officer |
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Date:
December 22, 2005 |