<PAGE>
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) November 23, 1999
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TECHNICLONE CORPORATION
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(Exact name of registrant a specified in its Charter)
Delaware 0-17085 95-3698422
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14282 Franklin Avenue, Tustin, California 92780-7017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 508-6000
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not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 23, 1999, Techniclone Corporation, a Delaware corporation
(the "Techniclone"), announced that it received net proceeds of about $305,000
from two institutional investors under its common stock equity line subscription
agreement. Techniclone said it was able to access the funds under the equity
line under a limited, one-time waiver agreement by the institutional investors.
Techniclone also reported that the investors waived the requirement that the low
closing bid price of its common stock not be less than 50 cents during the 10
days before the closing date for such funding, provided that the low closing bid
price was not less than 40 cents a share during the 10-day period. Techniclone
also said that it will use the net proceeds, as well as cash on hand, to
continue operations at reduced levels through December.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. Not applicable.
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(b) Pro Forma Financial Information. Not applicable.
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(c) Exhibits.
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A Press Release dated November 23, 1999.
B Waiver Agreement dated as of November 18, 1999.
<PAGE>
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: November 24, 1999 TECHNICLONE CORPORATION
By: /s/ John N. Bonfiglio
------------------------------
John N. Bonfiglio, Ph.D.
Interim President
<PAGE>
INDEX TO EXHIBITS
TO CURRENT REPORT ON FORM 8-K
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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A Press Release dated November 23, 1999 5
B Waiver Agreement dated as of November 18, 1999 6
<PAGE>
EXHIBIT A TO FORM 8-K
TECHNICLONE ANNOUNCES RECEIPT OF FUNDS
Tustin, Calif.--(BUSINESS WIRE)--Nov. 23, 1999--Techniclone Corporation
(NASDAQ:TCLN), announced today that it has received net proceeds of
approximately $305,000 from two institutional investors under its Common Stock
Equity Line Subscription Agreement. Techniclone reported that it was able to
access such funds under the Equity Line Agreement pursuant to a limited,
one-time waiver agreement by the institutional investors, whereby the investors
waived the requirement under the Equity Line Agreement that the low closing bid
price of Techniclone Common Stock not be less than $.50 per share during the ten
trading days immediately prior to the closing date for such funding, provided
that the low closing bid price was not less than $.40 per share during such
ten-day period. The net proceeds, together with remaining cash on hand, should
enable the Company to continue operations at reduced levels through December
1999.
Company Overview: Techniclone Corporation is a biopharmaceutical focused on the
development, commercialization and licensing of unique technologies for the
treatment of cancer, primarily based on its "collateral targeting technologies."
These technologies therapeutically target cell structures and cell types, rather
than surface cancer cells, as a means to attack solid tumors, without causing
damage to surrounding healthy tissue. The Company has three collateral
technologies: CotaraTM, Vasopermeation Enhancement Agents (VEA), and Vascular
Targeting Agents (VTA). The Company also has a direct tumor targeting agent
called Oncolym(R) for the treatment of advanced non-Hodgkin's B-cell Lymphoma
which has been licensed to Schering AG, Germany, which is now responsible for
all existing and future Oncolym(R) clinical trial programs as well as marketing.
Safe Harbor Statement: This release may contain certain forward-looking
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Actual events or results may differ
from the Company's expectations as a result of risk factors discussed in
Techniclone's reports on file with the U.S. Securities and Exchange Commission,
including, but not limited to, its report on Form 10-Q for the quarter ended
January 31, 1999 and Form 10K for the year ended April 30, 1998.
<PAGE>
EXHIBIT B TO FORM 8-K
WAIVER AGREEMENT
THIS WAIVER AGREEMENT (this "Waiver Agreement") is entered into as of
November 18, 1999, by and among Techniclone Corporation, a corporation duly
incorporated and existing under the laws of the State of Delaware (the
"Company"), The Tail Wind Fund, Ltd. ("Tail Wind") and Resonance Limited
("Resonance" and each of Tail Wind and Resonance are sometimes hereinafter
referred to, individually, as a "Subscriber" and, collectively, as the
"Subscribers").
RECITALS:
WHEREAS, the Company and the Subscribers are parties to that certain
Regulation D Common Stock Equity Line Subscription Agreement, dated June 16,
1998 between the Company and the Subscribers, as amended to date (as so amended,
(the "Subscription Agreement"), pursuant to which the Company has agreed, among
other things, to sell and the Subscribers have agreed to purchase, from time to
time, as provided in the Subscription Agreement, shares of the Company's Common
Stock; and
WHEREAS, the Company issued an Advance Call Notice (as defined in the
Subscription Agreement) on November 4, 1999, specifying a Call Closing Date of
November 19, 1999 upon which date the Subscribers will fund an aggregate of
$337,500 to the Company in exchange for the issuance to the Subscribers of
shares of Common Stock of the Company (the "November 1999 Call Closing"); and
WHEREAS, the Subscription Agreement contains a provision which
precludes the Company from accessing funds pursuant to the Subscription
Agreement if the low closing bid price of the Common Stock of the Company is
less than $.50 per share on any day during the ten trading day period prior to a
Call Closing Date; and
WHEREAS, the Company has requested that the Subscribers waive such
condition precedent to accessing funds solely in connection with the November
1999 Call Closing and the Subscribers have agreed to waive in part such
condition precedent subject to and in accordance with the terms set forth
herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this Waiver
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
<PAGE>
The Company and the Subscribers hereby agree that the price per share
expressly stated in the Subscription Agreement in the definition of Hard Floor
Price therein shall be deemed to be $0.40 per share instead of $0.50 per share,
solely for purposes of the November 1999 Call Closing, which agreement shall not
constitute a permanent amendment of the Subscription Agreement but shall instead
be deemed a limited, one-time waiver of the $0.50 Hard Floor Price only to the
extent that the low closing bid price of the Common Stock of the Company is not
less than $.40 per share on any day during the ten trading day period prior to
November 19, 1999. In addition, the Company hereby agrees to issue a press
release no later than the date on which it receives the net proceeds from the
November 1999 Call Closing, in substantially the form of Exhibit A attached
hereto, and to file with the Securities and Exchange Commission a Current Report
on Form 8-K with respect to same on the same date on which such press release is
issued, which attaches this Waiver Agreement as an exhibit thereto. The Company
further agrees to pay the expenses of counsel to The Tail Wind Fund, Ltd.
expended in connection with this matter up to an amount not in excess of $5,000;
which expenses may be deducted by The Tail Wind Fund, Ltd. from the funds to be
deposited into escrow by The Tail Wind Fund, Ltd. pursuant to the November 1999
Call Closing. The Company hereby represents and warrants to the Subscribers that
it is currently eligible to incorporate by reference the aforementioned Current
Report on Form 8-K into the registration statement of the Company covering the
shares of Common Stock issuable to the Subscribers pursuant to the November 1999
Call Closing (as such incorporation by reference is provided for therein), and
that such registration statement is currently effective and no stop order
suspending the effectiveness of such registration statement has been issued and
no proceedings for that purpose have been instituted or, to the Company's
knowledge, threatened.
[SIGNATURES CONTAINED ON THE FOLLOWING PAGES]
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
TECHNICLONE CORPORATION
By: /s/ John N. Bonfiglio
-----------------------------
John N. Bonfiglio, Ph.D.,
Interim President
Address: Techniclone Corporation
14282 Franklin Avenue
Tustin, CA 92780
Telephone No. (714) 508-6000
Facsimile No. (714) 838-4094
THE TAIL WIND FUND, LTD.
By: BRIGHTON HOLDINGS LIMITED,
as sole director
By: /s/Jason McCarroll /s/ Mizpah A. Albury
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Name:
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Title:
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BY:
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Name:
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Title:
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Address: The Tail Wind Fund, Ltd.
Windermere House
404 East Bay Street
P.O. Box SS-5539
Nassau, Bahamas
Telephone No. (011) 44-171-468-7660
Facsimile No. (011) 44-171-468-7657
RESONANCE LIMITED
By: /s/ Moishe Mandel
---------------------------
Moishe Mandel, President
Address: Resonance Limited
c/o Isac Securities
310 Madison Avenue, Suite 503
New York, NY 10017
Telephone No. (212) 692-9577
Facsimile No. (212) 692-9598
<PAGE>
EXHIBIT "A"
FORM OF PRESS RELEASE
TECHNICLONE ANNOUNCES RECEIPT OF FUNDS
Tustin, Calif.--(BUSINESS WIRE)--Nov. 23, 1999--Techniclone Corporation
(NASDAQ:TCLN), announced today that it has received net proceeds of
approximately $305,000 from two institutional investors under its Common Stock
Equity Line Subscription Agreement. Techniclone reported that it was able to
access such funds under the Equity Line Agreement pursuant to a limited,
one-time waiver agreement by the institutional investors, whereby the investors
waived the requirement under the Equity Line Agreement that the low closing bid
price of Techniclone Common Stock not be less than $.50 per share during the ten
trading days immediately prior to the closing date for such funding, provided
that the low closing bid price was not less than $.40 per share during such
ten-day period. The net proceeds, together with remaining cash on hand, should
enable the Company to continue operations at reduced levels through December
1999.
Company Overview: Techniclone Corporation is a biopharmaceutical focused on the
development, commercialization and licensing of unique technologies for the
treatment of cancer, primarily based on its "collateral targeting technologies."
These technologies therapeutically target cell structures and cell types, rather
than surface cancer cells, as a means to attack solid tumors, without causing
damage to surrounding healthy tissue. The Company has three collateral
technologies: CotaraTM, Vasopermeation Enhancement Agents (VEA), and Vascular
Targeting Agents (VTA). The Company also has a direct tumor targeting agent
called Oncolym(R) for the treatment of advanced non-Hodgkin's B-cell Lymphoma
which has been licensed to Schering AG, Germany, which is now responsible for
all existing and future Oncolym(R) clinical trial programs as well as marketing.
Safe Harbor Statement: This release may contain certain forward-looking
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Actual events or results may differ
from Techniclone's expectations as a result of risk factors discussed in its
reports on file with the U.S. Securities and Exchange Commission, including, but
not limited to, its report on Form 10K for the year ended April 30, 1999 and its
report on Form 10-Q for the quarter ended July 31, 1999.
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