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, 2001
INCARA PHARMACEUTICALS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27410 56-1924222
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(Commission File Number) (IRS Employer ID Number)
P.O. Box 14287
79 T. W. Alexander Drive
4401 Research Commons, Suite 200
Research Triangle Park, North Carolina 27709
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (919) 558-8688
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Item 5. Other Events
On August 30, 2001, Incara Pharmaceuticals Corporation ("Incara")
terminated its continuous public offering of common stock and warrants to
purchase common stock after receiving approximately $6,978,000 and $6,487,000 of
gross and net proceeds, respectively. The offering began on July 10, 2001. In
the offering, Incara sold an aggregate of 4,323,044 shares of its common stock
and warrants to purchase an aggregate of 1,037,531 shares of its common stock
with an exercise price at a premium of 25% over the stock purchase price. Incara
also issued a warrant to purchase 48,902 shares of its common stock, with an
exercise price of $2.025, to Petkevich & Partners, LLC, the placement agent that
assisted Incara in the stock sale.
Item 7. Financial Statements and Exhibits
(a) Unaudited pro forma balance sheets as of June 30, 2001
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INCARA PHARMACEUTICALS CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEETS
June 30, 2001
(Dollars in thousands, except per share data)
(Unaudited)
Consolidated Pro Forma Pro Forma
Actual Adjustments As Adjusted
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ASSETS
Current assets:
Cash and cash equivalents $ 1,948 $ 6,515 $ 8,463
Accounts receivable from Incara Development 877 - 877
Other accounts receivable 20 - 20
Prepaids and other current assets 566 (63) 503
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Total current assets 3,411 6,452 9,863
Property and equipment, net 807 - 807
Other assets 356 - 356
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$ 4,574 $ 6,452 $ 11,026
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,175 $ - $ 1,175
Accrued expenses 397 - 397
Accumulated losses of Incara Development in excess of
investment 724 - 724
Current portion of capital lease obligations 24 - 24
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Total current liabilities 2,320 - 2,320
Long-term portion of capital lease obligations 24 - 24
Stockholders' equity:
Preferred stock, $.01 par value per share, 3,000,000 shares authorized
Series C convertible exchangeable preferred stock, 20,000 shares
authorized; 12,015 shares issued and outstanding (liquidation
value of $18,031) 1 - 1
Series B convertible preferred stock, 600,000 shares authorized;
28,457 shares issued and outstanding 1 - 1
Common stock, $.001 par value per share, 40,000,000 shares
authorized; 8,382,195 and 12,705,239 shares issued and
outstanding on an actual and pro forma basis, respectively 8 5 13
Additional paid-in capital 99,341 6,447 105,788
Restricted stock (141) - (141)
Accumulated deficit (96,980) - (96,980)
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Total stockholders' equity 2,230 6,452 8,682
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$ 4,574 $ 6,452 $ 11,026
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The pro forma adjustments to the balance sheet reflect the net proceeds of
approximately $6,452,000 (net of approximately $526,000 of issuance costs)
from the sale of common stock and warrants to purchase common stock by
Incara in August 2001 as if the proceeds from the sale of common stock and
warrants had been received as of June 30, 2001.
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SIGNATURE
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.
INCARA PHARMACEUTICALS CORPORATION
Date: August 30, 2001
/s/ RICHARD W. REICHOW
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Richard W. Reichow, Executive Vice President
and Chief Financial Officer
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