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): September 25, 2002
IMMTECH INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 8733 39-1523370
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(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
150 Fairway Drive, Suite 150, Vernon Hills, Illinois 60061
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (847) 573-0033
Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 5. Other Events.
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Consummation of Private Placements
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On September 25, 2002, Immtech International, Inc. (the "Company")
issued an aggregate of 75,725 shares of its Series B Convertible Preferred Stock
("Series B Preferred Stock") and 189,312 related warrants ("Warrants") in
private placements to certain accredited and non-United States investors in
reliance on Regulation D and Regulation S, respectively, under the Securities
Act of 1933, as amended ("Securities Act"). The gross proceeds of the offering
are $1,878,010. The Series B Preferred Stock is subject to the terms and
conditions of the Certificate of Designation attached hereto as Exhibit 4.1. The
Warrants are subject to the terms and conditions of the Form of Stock Purchase
Warrant attached hereto as Exhibit 10.3. The securities were sold pursuant to
exemptions from registration under the Securities Act and have not been
registered under the Securities Act. They may not be offered, sold, pledged or
otherwise transferred by the purchasers in the absence of registration or an
applicable exemption therefrom. Pursuant to the terms of the Certificate of
Designation, the Company has agreed to prepare and file with the Securities and
Exchange Commission a registration statement on Form S-3 covering the resale of
the shares of the Company's common stock issuable pursuant to the terms of the
Series B Preferred Stock and related Warrants. The terms of the private
placements are more fully set forth in the Forms of Regulation D Subscription
Agreement and Regulation S Subscription Agreement attached hereto as Exhibits
10.1 and 10.2, respectively.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(b) Pro Forma Financial Information
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IMMTECH INTERNATIONAL, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On September 25, 2002, the Company filed a Certificate of
Designation with the Secretary of State of the State of Delaware designating
240,000 shares of the Company's 5,000,000 authorized shares of preferred stock
as Series B Preferred Stock, $0.01 par value, with a stated value of $25.00 per
share. Dividends on the Series B Preferred Stock accrue at a rate of 8% on the
$25.00 stated value per share and are payable semi-annually on April 15 and
October 15 of each year while the Series B Preferred Stock is outstanding. The
Company has the option to pay the dividend either in cash or in equivalent
shares of common stock, as defined. Each share of Series B Preferred Stock is
convertible by the holder at any time into shares of the Company's common stock
at a conversion rate determined by dividing the $25.00 stated value, plus any
accrued and unpaid dividends (the "Liquidation Price"), by a $4.00 conversion
price (the "Conversion Price"), subject to antidilution adjustment. The Company
may, at any time after September 24, 2003, require that any or all outstanding
shares of Series B Preferred Stock be converted into shares of the Company's
common stock, provided that the shares of common stock into which the Series B
Preferred Stock is convertible is registered pursuant to an effective
registration statement, as defined. The number of shares of common stock
received by holders of Series B Preferred Stock upon conversion shall be
determined by (i) dividing the Liquidation Price by the Conversion Price,
provided that the closing bid price for the Company's common stock exceeds $9.00
for 20 consecutive trading days within 180 days prior to notice of conversion,
as defined, or (ii) if the requirements of (i) are not met, the number of shares
of common stock will be determined by dividing 110% of the Liquidation Price by
the Conversion Price. The Conversion Price is subject to antidilution
adjustments, as defined in the Certificate of Designation.
The Company may, upon 30 days' notice, redeem any or all outstanding
shares of Series B Preferred Stock by payment of the Liquidation Price to the
holder of such shares, provided that the holder does not convert the Series B
Preferred Stock into shares of common stock during the 30 day period. The Series
B Preferred Stock has a preference in liquidation equal to $25.00 per share,
plus any accrued and unpaid dividends, prior to any payment to holders of the
Company's common stock and is equal in liquidation preference with the Company's
Series A Convertible Preferred Stock, $0.01 par value. Each issued and
outstanding share of Series B Preferred Stock shall be entitled to 6.25 votes
with respect to any and all matters presented to the stockholders of the Company
for their action or consideration. Except as provided by law or by the
provisions establishing any other series of preferred stock, holders of Series B
Preferred Stock and holders of any other outstanding preferred stock shall vote
together with the holders of common stock as a single class.
On September 25, 2002, the Company closed private placement
offerings pursuant to Regulation D and Regulation S of the Securities Act, which
raised approximately $1,878,010 (before offering costs) through the issuance of
75,725 shares of Series B Preferred Stock and Warrants to purchase 189,312
shares of the Company's common stock at an exercise price of $6.125 per share of
common stock. The Warrants expire five years from the date of grant. The
Warrants contain antidilution provisions.
The unaudited pro forma condensed balance sheet reflects the
historical financial position of the Company, with pro forma adjustments as if
the private placements had closed on August 31, 2002.
The unaudited pro forma adjustments are described in the
accompanying notes and give effect to events that are directly attributable to
the issuance of the Series B Preferred Stock and Warrants to purchase common
stock and are factually supportable.
The unaudited pro forma condensed balance sheet should be read in
connection with the Company's Annual Report on Form l0-K for the year ended
March 31, 2002 and Quarterly Report on Form 10-Q for the quarter ended June 30,
2002.
Immtech International, Inc.
(A Development Stage Enterprise)
Pro Forma Condensed Balance Sheet Pro Forma
(Unaudited) adjustments Pro Forma
August 31, 2002
ASSETS
CURRENT ASSETS
Cash and cash equivalents 517,437 1,878,010 (a) 2,395,447
Restricted funds on
deposit 167,066 167,066
Deferred offering costs 18,677 (18,677)
Other current
assets 12,820 12,820
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Total current
assets 716,000 2,575,333
PROPERTY AND EQUIPMENT - Net 136,990 136,990
OTHER ASSETS 19,848 19,848
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TOTAL 872,838 2,732,171
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 377,507 56,323 433,830
Other accrued
liabilities 862 862
Deferred revenue 164,680 164,680
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Total current
liabilities 543,049 599,372
DEFERRED RENTAL OBLIGATION 24,493 24,493
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Total liabilities 567,542 623,865
STOCKHOLDERS' EQUITY 305,296 1,803,010 2,108,306
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TOTAL 872,838 2,732,171
Net tangible assets
2,108,306
(a) The unaudited pro forma adjustments reflect the receipt of $1,878,010 in
cash from the issuance of 75,725 shares of Series B Preferred Stock and warrants
to purchase shares of 189,312 common stock, less estimated offering costs of
$75,000.
(c) The following exhibits are filed with this report:
EXHIBIT NUMBER DESCRIPTION
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4.1 Certificate of Designation Series B Convertible Preferred
Stock
10.1 Form of Regulation D Subscription Agreement
10.2 Form of Regulation S Subscription Agreement
10.3 Form of Stock Purchase Warrant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
IMMTECH INTERNATIONAL, INC.
By: /s/ T. Stephen Thompson
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Name: T. Stephen Thompson
Title: Chief Executive Officer and
President
Dated: September 25, 2002