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
March 5, 1999
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 (Commission File Number) (IRS Employer
of incorporation) 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
<PAGE>
Item 5. Other Events
The sole purpose of this Form 8-K is to file a press release issued by
AVAX Technologies, Inc. on March 3, 1999 related to the Company's completion of
a private offering of $10 million of convertible preferred shares.
Item 7. Financial Statements and Exhibits.
Exhibits: 99.2 Press Release dated March 3, 1999.
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: March 5, 1999
By: /s/ Jeffrey M. Jonas
-------------------------------------
Name: Jeffrey M. Jonas, M.D.
Title: President and Chief
Executive Officer
2
<PAGE>
Exhibit Index
Exhibit
Number Description
- ------ -----------
99.2 Press Release dated March 3, 1999.
3
EXHIBIT 99.2
Wednesday March 3, 1999, 8:00 am Eastern Time
Company Press Release
SOURCE: AVAX Technologies, Inc.
AVAX TECHNOLOGIES, INC. COMPLETES $10 MILLION PRIVATE OFFERING
OF CONVERTIBLE PREFERRED SHARES
- Company Expands its Board of Directors -
KANSAS CITY, MISSOURI, -- MARCH 3, 1999 -- AVAX TECHNOLOGIES, INC. ("AVAX")
(Nasdaq: AVXT) today announced it has completed a private placement of shares
and warrants with Essex Woodlands Health Ventures Fund IV, L.P., Petrus Fund
L.P., an affiliate of Perot Investments, and other accredited investors for a
total consideration of approximately $10.1 million.
The private placement involved the issuance of 101,300 shares of Series C
Convertible Preferred Stock with a conversion price of $3.25, representing a
premium over the average closing bid price for AVAX's common stock for the five
trading days prior to February 11, 1999, the date of pricing. Net proceeds to
the company will be approximately $9.4 million. Purchasers of the Series C
Preferred Stock also received warrants to purchase 311,692 shares of AVAX's
Common Stock with an exercise price of $4.00 and 311,692 shares with an exercise
price of $4.50. The warrants are exercisable over a five-year period.
The company intends to use the net proceeds of the offering to continue funding
pivotal trials of its lead product candidate M-Vax(TM), an autologous cancer
vaccine for melanoma, and additional studies of O-Vax(TM) for ovarian cancer, as
well as other development programs. Proceeds will also fund Phase I/II clinical
trials of the company's topoisomerase inhibitor and anti-estrogen technologies,
which it expects to commence this year.
Jeffrey M. Jonas, M.D., President and Chief Executive Officer of AVAX
Technologies, Inc., stated, "The investment by firms such as Essex Woodlands and
Petrus Fund, L.P. is a strong endorsement of our technology and business
strategy. This financing represents a key component in our objective to
transform AVAX from a developmental company into one poised for
commercialization. Furthermore, the proceeds will allow us to pursue additional
opportunities for developing and marketing our AC Vaccine(TM) technology in
international markets."
AVAX is also pleased to announced that James L. Currie of Essex Woodlands has
joined the Company's Board of Directors. Mr. Currie founded Essex Venture
Partners in 1985 and has participated as a general partner in four Essex
Woodlands funds. He is also on the board of Serologicals Corp. (Nasdaq:
SERO) as well as a number of other private healthcare companies. With this
addition, AVAX's Board of Directors stands at six members.
Essex Woodlands Health Ventures Fund IV, L.P. was formed by Essex Woodlands
Health Ventures L.L.C. to make equity investments in emerging companies
within the healthcare industry.
AVAX Technologies, Inc. specializes in the development and commercialization
of novel biotechnologies, immunotherapies and pharmaceuticals for cancer and
other life-threatening diseases using three core technologies: autologous
cell (AC) vaccines, topoisomerase inhibitors and anti-estrogens.
- over -
4
<PAGE>
AVAX TECHNOLOGIES, INC.
Page 2
The shares of Series C Convertible Preferred Stock and the warrants offered in
the private placement have not been registered under the Securities Act of 1933
or any applicable state securities laws and have been offered and sold in
reliance on exemptions from the registration requirements of the Securities Act
of 1933 and such laws. The shares of Series C Convertible Preferred Stock and
the warrants offered in the private placement have not been approved or
disapproved by the Securities and Exchange Commission or the state securities
authorities of any State, nor has such Commission or any state securities
authority passed upon the accuracy or adequacy of any disclosure relating to the
offering. Any representation or warranty to the contrary is a criminal offense.
The shares of Series C Convertible Preferred Stock and the warrants may not be
offered or sold by the purchasers of such shares without registration under the
Securities Act and applicable state securities laws or an applicable exemption
from registration.
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
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 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 September 30, 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.
# # #
5
