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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 10, 1998
Date of Report (Date of earliest event reported)
AVAX TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-29222 13-3575874
(State or other jurisdiction (IRS Employer
of incorporation) (Commission File Number) Identification Number)
4520 Main Street
Suite 930
Kansas City, MO 64111
(Address of principal executive offices)
(816) 960-1333
(Registrant's telephone number, including area code)
Page 1 of 5 Pages
Exhibit Index Appears at Page 3
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Item 5. Other Events
AVAX Technologies, Inc. (the "Company"), announced on Friday, July
10, 1998 that it will distribute additional shares of Common Stock, par value
$.004, per share, of the Company ("Common Stock"), to certain holders of its
Series B Convertible Preferred Stock, par value $.01 per share. This
distribution is being made pursuant to the reset terms of previously disclosed,
March 1997 lock-up agreements with such holders.
Accordingly, the Company will issue an aggregate of approximately
3.0 million shares of Common Stock, for no additional consideration. After
giving effect to such issuance, the Company will have approximately 8.3 million
shares of Common Stock outstanding, and approximately an additional 7.3 million
shares of Common Stock will be outstanding upon conversion or exercise of the
Company's convertible securities, options and warrants subject to adjustment in
certain circumstances.
Reference is made to the Company's related press release attached
hereto as Exhibit 99.16 and incorporated by reference herein (including, without
limitation, the information set forth in the cautionary statement contained in
the final paragraph of the press release).
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits:
99.16 Press Release dated July 10, 1998.
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.
AVAX TECHNOLOGIES, INC.
Date: July 10, 1998
By: /s/ Jeffrey M. Jonas
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Name: Jeffrey M. Jonas, M.D.
Title: President and Chief Executive Officer
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Exhibit Index
Exhibit Number Description
99.16 Press Release dated July 10, 1998.
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EXHIBIT 99.16
Contact Jeffery M. Jonas, MD Thomas Redington
Chief Executive Officer 203/222-7399
816/960-1333 212/926-1733
AVAX TO ISSUE ADDITIONAL RESET SHARES TO
SHAREHOLDERS
KANSAS CITY, MO JULY 10 - AVAX Technologies, Inc. (Nasdaq: AVXT) announced
today that it will distribute to certain holders of its shares of Series B
Convertible Preferred Stock, par value $.01 per share ("Series B Preferred
Stock"), additional shares of its Common Stock, par value $.004 per share
("Common Stock"), pursuant to the reset rights of March 1997 lock-up agreements
with such holders.
Accordingly, AVAX will issue an aggregate of approximately 3.0 million
shares of Common Stock, for no additional consideration. After giving effect to
such issuance, AVAX will have approximately 8.3 million shares of Common Stock
outstanding, and approximately an additional 7.3 million shares of Common Stock
will be outstanding upon conversion or exercise of AVAX's convertible
securities, options and warrants.
In commenting on the issuance of these shares, Jeffrey M. Jonas, M.D.,
president and CEO of AVAX, said "This issuance represents the satisfaction of
all obligations with respect to the reset rights of the holders of the Series B
Preferred Convertible Stock and simplifies our capital structure."
AVAX Technologies, Inc. is a development-stage biopharmaceutical company
that acquires rights to and is developing technologies and products for the
treatment of cancer and other life-threatening diseases. AVAX has focused its
initial efforts primarily on the development of immunotherapies and
chemotherapies for cancer. Immunotherapy is a rapidly developing segment of the
cancer therapeutic market.
# # #
Except for statements that are historical, the statements in this release
are "forward-looking" statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and Section
29A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Forward-looking statements involve significant risks and uncertainties,
and in light of the significant uncertainties inherent in such statements, the
inclusion of such information should not be regarded as a representation by AVAX
that the objectives and plans of the company will be achieved; in fact, actual
results could differ materially from those contemplated by such forward-looking
statements. Many important factors affect the company's ability to achieve the
stated outcomes and to successfully develop and commercialize its product
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candidates, including, among other things, the ability to obtain substantial
additional funds, obtain and maintain all necessary patents or licenses, to
demonstrate the safety and efficacy of product candidates at each state of
development, to meet applicable regulatory standards and receive required
regulatory approvals, to meet obligations and required milestones under its
license agreements, to be capable of producing drug candidates in commercial
quantities at reasonable costs, to compete successfully against other products,
and to market products in a profitable manner, as well as other risks detailed
from time to time in AVAX's public disclosure filings with the Securities and
Exchange Commission, including, without limitation, its Annual Report on Form
10-KSB for the fiscal year ended December 31, 1997 and its Quarterly Report on
Form 10-QSB for the Period Ended March 31, 1998. AVAX does not undertake any
obligation to publicly release any revisions to these forward-looking statements
or to reflect the occurrence of unanticipated events.
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