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):
September 13, 1995
ALPHA 1 BIOMEDICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE (State or other juristiction of incorporation)
0-15070 (Commission file number)
52-1253406 (IRS Employer Identification Number)
Two Democracy Center
6903 Rockledge Drive
Suite 1200
Bethesda, MD 20817
(Address, including Zip Code, of principal executive
offices)
Registrant's telephone number, including area code:
(301) 564-4400
Item 5.Other Events
The Press Release dated September 13, 1995 for Alpha 1
Biomedicals, Inc. attached as Exhibit 1 is incorporated by
reference.
Item 7.Exhibits
(1) Press Release, dated September 13, 1995
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 thereunto duly
authorized.
Date: September 13, 1995 ALPHA 1 BIOMEDICALS, INC.
By: /s/ R.J. Lanham
R.J. Lanham
Vice President and
Chief Financial Officer
FOR IMMEDIATE RELEASE
CONTACT: Michael L. Berman, Ph.D., President and Chief
Executive Officer
301-564-4400
R.J. Lanham,
Vice President and Chief Financial Officer
301-564-4400
ALPHA 1 BIOMEDICALS
SIGNS LETTER OF INTENT CONCERNING MERGER
Bethesda, Maryland, September 13, 1995 -- Alpha 1
Biomedicals, Inc. (OTC Bulletin Board:ALBM) ("Alpha 1")
today announced the entry into a Letter of Intent providing
for the merger into Alpha 1 of MicroBio Inc. ("MicroBio"), a
company formed by The Castle Group, Ltd. The Letter of
Intent contemplates that, prior to the merger, MicroBio
would be capitalized with between $5 million and $10 million
in cash and would enter into an agreement with a third party
pursuant to which it would obtain a license to a technology
that is currently in human clinical trials. If the merger
is completed, it is expected that Alpha 1 would issue
between 24 and 39 million shares of its common stock in
exchange for the shares of MicroBio.
The resources of the combined companies would be used to
continue Alpha 1's current Thymosin beta 4 research plans,
to advance the newly acquired technology and for general
operating expenses. The completion of the merger is
contingent upon, among other requirements, the negotiation
and execution of a definitive agreement, which the parties
are seeking to conclude prior to November 1, 1995, execution
by MicroBio of the aforementioned license, financing of at
least $5 million and to the approval of the transaction by
the stockholders of Alpha 1. If approved by the
stockholders, it is anticipated that the transaction would
close in the first quarter of 1996.
Alpha 1 is directing its efforts toward the development of
Thymosin beta 4, a novel actin-sequestering peptide, which
could have applications in the treatment of cystic fibrosis,
sepsis, adult respiratory distress syndrome, chronic
bronchitis and asthma.
