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) February 20, 1998
ALFACELL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-11088 22-2369085
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification)
225 Belleville Avenue Bloomfield, New Jersey 07003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 748-8082
_________________________________________________________________
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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Alfacell Corporation (the "Company") completed a private placement (the
"Private placement") resulting in gross proceeds of approximately $4.6 million,
pursuant to Regulation D of the Securities Act of 1933 (the "Securities Act")
The Private Placement was sold primarily to institutional investors and
resulted in the issuance of approximately 1.2 million units (the "Units") at a
unit price of $4.00. Each Unit consists of two (2) shares of the Company's
Common Stock, par value $0.001 per share and one (1) warrant (the "Warrant"),
exercisable for a period of three years, to purchase one (1) share of Common
Stock at an exercise price of $2.50 per share. Harris, Webb & Garrison, Inc., an
investment banking firm located in Houston, Texas acted as Placement Agent and
received warrants (the "Placement Agent Warrants") to purchase an additional
116,858 similar units as part of its compensation.
The Company intends to use the net proceeds, estimated to be approximately
$4,345,540, to fund its development program, for working capital and for other
general corporate purposes. A substantial portion of the proceeds are expected
to be used to further the clinical development of the Company's flagship
product, ONCONASE(R). Following the completion of the Private Placement, the
Company has approximately 17.1 million shares of Common Stock outstanding.
The securities sold in the Private Placement have not been registered under
the Securities Act or state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements. The Company intends to file a registration statement
with the Securities and Exchange Commission covering the resale of the shares of
Common Stock included in the Units (and Placement Agent units) and issuable upon
the exercise of the warrants included therein. This Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or an exemption from such registration or
qualification is available.
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SIGNATURES
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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.
Dated: February 23, 1998
ALFACELL CORPORATION
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(Registrant)
By: /s/ GAIL E. FRASER
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GAIL B. FRASER
Chief Financial Officer
and Vice President of
Finance
