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) MARCH 13, 2002
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IMMTECH INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-25669 39-1523370
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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
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NO CHANGE SINCE LAST REPORT
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On March 6, 2002, Immtech International, Inc. was notified by the
NASDAQ Listing Qualifications Panel that it has determined to transfer Immtech's
common stock from the NASDAQ National Market, effective with the open of
business on March 8, 2002, to the NASDAQ SmallCap Market. In its notice, the
Panel noted that Immtech did not present a definitive plan to achieve and
sustain compliance with the minimum net tangible assets/shareholders' equity
requirement for continued listing on the NASDAQ National Market as required by
NASDAQ Marketplace Rule 4450(a)(3). Immtech's common stock immediately began
trading on the NASDAQ SmallCap Market on March 8, 2002.
Item 7 Financial Statements, Exhibits
(b) Pro Forma Condensed Financial Information:
IMMTECH INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
On February 14, 2002, Immtech International, Inc. (the "Company")
filed a Certificate of Designation with the Secretary of State of the State of
Delaware designating 320,000 shares of the Company's 5,000,000 authorized shares
of preferred stock as Preferred Stock, $0.01 par value, with a stated value of
$25.00 per share ("Preferred Stock"). Dividends on the Preferred Stock accrue at
a rate of 6% on the $25.00 stated value per share and are payable semi-annually
on April 15 and October 15 of each year while the shares are 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 Preferred Stock shall be
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 $4.42 conversion
price (the "Conversion Price") subject to antidilution adjustment. The Company
may, at any time after February 14, 2003, require that any or all outstanding
shares of Preferred Stock be converted into shares of the Company's common
stock, provided that the shares of common stock into which the Preferred Stock
is convertible is registered pursuant to an effective registration statement, as
defined. The number of shares of common stock received by Preferred Stockholders
upon conversion of their Preferred Stock by the Company 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 tracking days within 180 days prior to notice of conversion, as
defined, or if the requirements of (i) are not met, the number of shares of
common stock is 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 the Preferred Stock by payment of the Liquidation Price to the holder
of such shares, provided that the holder does not convert the Preferred Stock
into shares of common stock during the 30 day period. The Preferred Stock has a
preference in liquidation equal to $25.00 per share, plus any accrued and unpaid
dividends. Each issued and outstanding share of Preferred Stock shall be
entitled to 5.6561 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, Preferred Stockholders and holders of any other outstanding preferred
stock shall vote together with the holders of common stock as a single class.
On February 14, 2002 and February 22, 2002, the Company closed
private placement offerings pursuant to Regulation D and Regulation S of the
Securities Act of 1933, as amended, which raised approximately $4,002,500
(before offering costs) through the issuance of 160,100 shares of Preferred
Stock and warrants to purchase 400,250 shares of the Company's common stock at
an exercise price of $6.00 per share of common stock. The warrants expire five
years from the date of grant. The warrants contain antidilution provisions.
On February 1, 2002, in connection with the aforementioned private
placement offerings, the Company entered into a one year consulting agreement
with Yorkshire Capital Limited ("Yorkshire") for assistance to be provided by
Yorkshire to the Company with respect to financial consulting, planning,
structuring, business strategy, public relations and promotions, among other
items. As compensation for such services, the Company is required to pay a
retainer fee to Yorkshire of $10,000 per month for the term of the agreement.
The Company also granted Yorkshire warrants to purchase 360,000 shares of the
Company's common stock at prices ranging from $6.00 to $12.00 per share.
Warrants to purchase 100,000 shares at an exercise price of $6.00 per share
vested upon the closing of the initial stage of the private placement offerings.
Warrants to purchase 130,000 shares of the Company's common stock at a price of
$9.00 per share shall vest, should the Company's common stock trade at or above
the $9.00 exercise price per share for 20 consecutive trading days prior to
January 31, 2003. Warrants to purchase 130,000 shares of the Company's common
stock at a price of $12.00 per share shall vest, should the Company's common
stock trade at or above the $12.00 exercise price per share for 20 consecutive
trading days prior to January 31, 2003. The warrants expire on February 14, 2007
and contain antidilution provisions. The Company may, upon 30 days' notice,
redeem any vested warrants for $0.10 per share if the Company's common stock
trades at 200% of the exercise price for 20 consecutive trading days. Yorkshire
may exercise any vested warrants during such notice period. In addition, in
connection with the closing of the initial stage of the private placement
offerings, Yorkshire received 60,000 shares of the Company's common stock as
consideration for identifying investors and raising funds.
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 January 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 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 10-KSB/A (Amendment No. 1)
for the year ended March 31, 2001 and Quarterly Reports on Form 10-Q for the
quarters ended June 30, 2001, September 30, 2001 and December 31, 2001.
Immtech International, Inc.
(A Development Stage Enterprise) Pro Forma Pro Forma
adjustments
Pro Forma Condensed Balance Sheet (Unaudited)
January 31, 2002
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 13,429 $4,002,500(a) $ 4,015,929
Restricted funds on deposit 757,056 757,056
Other current assets 33,035 33,035
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Total current assets 803,520 4,806,020
PROPERTY AND EQUIPMENT - Net 191,483 191,483
OTHER ASSETS 19,848 19,848
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TOTAL $ 1,014,851 $ 5,017,351
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LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,531,252 $ 75,388(a) $ 1,606,640
Other accrued liabilities 44,519 44,519
Deferred revenue 711,740 711,740
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Total current liabilities 2,287,511 2,362,899
DEFERRED RENTAL OBLIGATION 28,207 28,207
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Total liabilities 2,315,718 2,391,106
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STOCKHOLDERS' EQUITY
Preferred Stock and Warrants 3,927,112(a) 3,927,112
Common stock 60,053 60,053
Additional paid in capital 33,840,169 33,840,169
Deficit accumulated during the development stage (35,201,089) (35,201,089)
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Total stockholders' (deficiency) equity (1,300,867) 2,626,245
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TOTAL $1,014,851 $5,017,351
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NOTES TO PRO FORMA CONDENSED BALANCE SHEET
(a) The unaudited pro forma adjustments reflect the receipt of
$4,002,500 in cash from the issuance of 160,100 shares of Preferred Stock and
warrants to purchase 400,250 shares of common stock, less estimated offering
costs of $75,388.
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.
IMMTECH INTERNATIONAL, INC.
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(Registrant)
Date March 13, 2002
/s/ T. Stephen Thompson
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Name: T. Stephen Thompson
Title: President and Chief Executive
Officer