UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 25, 2007
SYNVISTA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16043
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13-3304550
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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221
West Grand Avenue
Montvale,
New Jersey 07645
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
Alteon
Inc.
___________________________________
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. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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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
July
25, 2007, Synvista Therapeutics, Inc., a Delaware corporation (the “Company”),
closed a previously announced private placement of shares of its Series B
Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”) (the
“Financing”). At the closing of the Financing, the Company issued 10,000,000
shares of its Series B Preferred Stock to the buyers (the “Buyers”) that are
listed in the signature page of the Series B Preferred Stock and Warrant
Purchase Agreement (the “Agreement”), a copy of which has been previously filed
with the Securities and Exchange Commission (the “Commission”). In connection
with the closing of the Financing, the Company also issued to the Buyers
warrants to purchase 2,500,000 shares of Series B Preferred Stock, which
warrants are exercisable for a period of five years commencing on July 25,
2007 at an exercise price of $2.50 per share (the “Warrants”).
As
described in the Company’s definitive proxy statement filed with the Commission
on June 22, 2007, the Series B Preferred Stock contains rights and preferences
that are superior to those of the Company’s common stock, including cumulative
dividends at an annual rate of 8% of the original issue price of the Series
B
Preferred Stock for a period of 5 years from the date of issuance, a liquidation
preference, weighted-average anti-dilution protection, and other rights. At
any
time when any shares of Series B Preferred Stock remain outstanding, the Company
may not, without the consent of the holders of a majority of the shares held
by
holders of at least $4,000,000 (measured as of the original issue date) worth
of
Series B Preferred Stock: (i) incur debt in excess of $2,000,000,
(ii) authorize securities at a price per share less than the price per
share that the Series B Preferred Stock has been sold under the Purchase
Agreement, (iii) increase the authorized capital of the Company,
(iv) create any new classes or series of stock with rights senior to the
common stock, (v) issue any shares of the Company’s Series A Preferred
Stock, other than in accordance with the Company’s shareholder rights plan,
(vi) amend any provision of the Company’s Certificate of Incorporation or
Bylaws that changes the rights of the Series B Preferred Stock, (vii) pay
or declare any dividend on any capital stock of the Company,
(viii) purchase or redeem any securities, (ix) issue any securities to
employees other than pursuant to the Plan, or increase the number of shares
of
common stock reserved for issuance under the Plan, (x) liquidate, dissolve
or wind-up, (xi) merge with another entity, (xii) sell or dispose
of any assets of the Company, including the sale or license of its intellectual
property, (xiii) change the number of directors, (xiv) amend any
portion of the Company’s Certificate of Incorporation or Bylaws,
(xv) materially change the nature of the Company’s business,
(xvi) intentionally take any action that may result in the Company’s stock
no longer being approved for quotation on the AMEX or NASDAQ, or that would
cause the common stock of the Company to no longer be registered pursuant to
Section 12 of the Securities Exchange Act of 1934, or (xvii) amend any
material agreement that has been filed with the Securities and Exchange
Commission.
The
Company has also entered into a Registration Rights Agreement with the Buyers.
Under the terms of the Registration Rights Agreement, the Company has agreed
to
file a registration statement with the Securities and Exchange Commission for
the resale of the shares of common stock issuable upon conversion of the shares
of Series B Preferred Stock issued in the Financing, as well as upon conversion
of the shares of Series B Preferred Stock underlying the Warrants sold in the
Financing. Failure to file the registration statement in a timely manner would
result in payment by the Company to each investor of liquidated damages, subject
to limitations set forth in the Registration Rights Agreement. These liquidated
damages will also be payable in the event that the resale registration statement
has not been declared effective within certain time periods or if sales cannot
be made pursuant to the registration statement following its effectiveness,
each
as described in the Registration Rights Agreement.
The
preceding descriptions of the Financing and the agreements related thereto
do
not purport to be complete and are qualified in their entirety by reference
to
the agreements, copies of which are attached as Exhibits to the Current Report
on Form 8-K filed with the Securities and Exchange Commission on April 11,
2007
(file number 001-16043) and incorporated herein by reference.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The
disclosure provided above under Item 1.01 is incorporated herein by reference.
The securities issued to the Buyers described under Item 1.01 were issued
without registration with the Securities and Exchange Commission in reliance
on
the exemption from such registration provided under Section 4(2) of the
Securities Act.
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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SYNVISTA
THERAPEUTICS, INC.
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Dated:
July 31, 2007
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/s/
Noah Berkowitz, M.D., Ph.D.
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Noah
Berkowitz, M.D., Ph.D.
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President
and Chief Executive Officer
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