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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):
September 25, 1998
ALPHA 1 BIOMEDICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15070 52-1253406
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
Post Office Box 34598
West Bethesda, MD 20827-0598
(Address, including Zip Code, of principal executive offices)
Registrant's telephone number, including area code:
301-564-4400
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Item 5. Other Events
On September 25, 1998, Alpha 1 Biomedicals, Inc. announced that the Company was
suspending operations due to insufficient funds to continue.
On July 15, 1998, shareholders of the Company approved the sale by the Company
to SciClone Pharmaceuticals, Inc. ("SciClone") of the company's rights to
receive royalty payments from the future sale by SciClone and its sublicensees
of Thymosin alpha 1 (the "SciClone transaction"). Under the terms of the Alpha
Rights Acquisition Agreement, dated December 17, 1997 (the "Acquisition
Agreement"), between the Company and SciClone, the Company received in exchange
for its royalty rights $130,000 and at least 444,115 shares of SciClone Common
Stock. The number of shares was calculated based on a price of $4.053. If the
market price of the SciClone Common Stock is lower than $4.053 as the shares
become available for sale by the Company, the Company is entitled to receive up
to 155,885 additional shares. The Company planned to sell the shares of SciClone
Common Stock in order to fund current operations and to pay vendor obligations.
Shares may be sold as to one twelth monthly not to exceed 50,000 a month. At
closing on July 28, 1998, the market share price of SciClone was $3.18. However,
by September 30, 1998, prior to the first date that shares could be sold, the
share price had fallen to $1.81. At this market valuation, the proceeds from the
sale of the shares of SciClone Common Stock will be insufficient to fund future
operations and are being used exclusively to discharge debt and other
obligations.
Other then the shares of SciClone Common Stock, which have a current valuation
of $1,087,500, the Company has no material assets. Debt and obligations of the
Company currently total approximately $1,870,000.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
(1) Press Release of Alpha 1 Biomedicals, Inc., dated
September 25, 1998
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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: November 13, 1998 ALPHA 1 BIOMEDICALS, INC.
By: /s/ R.J. Lanham
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R.J. Lanham
Vice President &
Chief Financial Officer
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Exhibit 1
FOR IMMEDIATE RELEASE
BETHESDA, MARYLAND, SEPTEMBER 25, 1998 -- ALPHA 1 BIOMEDICALS, INC. (OTC
BULLETIN BOARD:ALBM) today announced that the Company is suspending operations
effective immediately due to insufficient funds to continue.
Future communications with the Company should be addressed to:
P.O. Box 34598
W. Bethesda, MD 20827-0598
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