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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): April 11, 2000
GENSTAR THERAPEUTICS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-27264 33-0687976
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
10835 ALTMAN ROW, SUITE 150 SAN DIEGO, CA 92121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 450-5949
UROGEN CORP.
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
In January 2000, GenStar Therapeutics Corporation (the "Company"), formerly
UroGen Corp., raised $8,308,588 from the private placement of units consisting
of an aggregate of 6,362,801 shares of common stock and warrants for an
additional 1,773,899 shares of common stock to twenty-two institutional and
private accredited investors. The warrants are exercisable for five years from
issuance and have an exercise price of $0.75 per share.
In February 2000, the Company raised $17,000,000 from the private placement of
2,000,000 shares of common stock to three institutional accredited investors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION
Unaudited Pro Forma Balance Sheet as of December 31, 1999
(c) EXHIBITS.
None
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 hereunto duly authorized.
Date: April 11, 2000
GENSTAR THERAPEUTICS CORPORATION
By: /s/ Carin D. Sandvik
----------------------------------
Carin D. Sandvik
Corporate Controller
& Corporate Secretary
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GENSTAR THERAPEUTICS CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
(Formerly UroGen Corp.)
UNAUDITED PRO FORMA BALANCE SHEET
December 31, 1999
The Unaudited Pro Forma Balance Sheet of GenStar Therapeutics Corporation
(the "Company") as of December 31, 1999 gives effect to the private placement of
6,362,801 shares of Common Stock and warrants for 1,773,899 shares of common
stock in January 2000 which raised $8.3 million and the private placement of
2,000,000 shares of Common Stock in February 2000 which raised $17.0 million.
The Unaudited Pro Forma Balance Sheet is presented for informational
purposes only and does not purport to represent what the Company's financial
position as of December 31, 1999 would actually have been had the had the
financings occurred on December 31, 1999. The Unaudited Pro Forma Balance Sheet
should be read in conjunction with the consolidated financial statements of the
Company and related notes thereto and the information set forth in "Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
Company" included in GenStar Therapeutics Corporation's Form 10-KSB for the year
ended December 31, 1999.
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GENSTAR THERAPEUTICS CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
(Formerly UroGen Corp.)
UNAUDITED PRO FORMA BALANCE SHEET
December 31, 1999
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustment (A) Pro Forma
------------------ --------------------- -------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 921,994 $23,458,188 $ 24,380,182
Other current assets 123,669 123,669
------------ ------------
Total current assets 1,045,663 24,503,851
Property and equipment, net 569,121 569,121
Investments underlying deferred compensation 134,308 134,308
Other assets 77,821 - 77,821
------------ -------------------- ------------
$ 1,826,913 $23,458,188 $ 25,285,101
============ ==================== ============
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current liabilities $ 597,952 $ 597,952
Capital lease obligation, net of current portion 51,314 51,314
Deferred compensation 206,962 206,962
Advance from related party 1,876,003 1,876,003
Stockholders' equity (deficit):
Preferred Stock - $0.01 par value, 5,000,000
Shares authorized:
Series A Preferred Stock, 5,830 and 5,830
issued and outstanding, historical and 58 58
pro forma, respectively
Series B Preferred Stock, 2,998 and 2,998
issued and outstanding, historical and 30 30
pro forma, respectively
Common Stock - $0.001 par value, 40,000,000
Shares authorized; 12,104,101 and
20,466,901
Issued and outstanding, historical and 12,104 $ 8,363 20,467
Pro forma, respectively
Additional paid-in capital 11,606,880 23,449,825 35,056,705
Deficit accumulated during development stage (12,524,390) - (12,524,390)
------------ -------------------- ------------
Total stockholders' equity (deficit) (905,318) 23,458,188 22,552,870
------------ -------------------- ------------
$ 1,826,913 $23,458,188 $ 25,285,101
============ ==================== ============
</TABLE>
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GENSTAR THERAPEUTICS CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
(Formerly UroGen Corp.)
NOTES TO UNAUDITED PRO FORMA BALANCE SHEET
December 31, 1999
1. The Unaudited Pro Forma Balance Sheet of GenStar Therapeutics Corporation
(the "Company") as of December 31, 1999 gives effect to the private
placement of 6,362,801 shares of Common Stock and warrants for 1,773,899
shares of common stock in January 2000 which raised $8.3 million and the
private placement of 2,000,000 shares of Common Stock in February 2000
which raised $17.0 million.
2. Pro Forma Adjustment:
A. To record the proceeds from the private placement of 8,362,800 shares
of Common Stock and warrants for 1,773,899 shares of Common Stock in
January 2000 and February 2000. Net proceeds from these financings was
$23,458,188.
