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UNITED STATES
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):AUGUST 1, 1997 (AUGUST 1, 1997)
NU-TECH BIO-MED, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-11772 25-1411971
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
55 ACCESS ROAD
WARWICK, RHODE ISLAND 02886
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (401) 732-6520
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INDEX TO CURRENT REPORT ON FORM 8-K
OF NU-TECH BIO-MED, INC.
AUGUST 1, 1997
ITEM PAGE
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ITEM 5. OTHER EVENTS 3
SIGNATURES 4
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Item 5. Other Events.
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On December 2, 1996, the Registrant completed a private placement of
14,000 shares of Series A Convertible Preferred Stock (the "Preferred Stock")
for an aggregate purchase price of $14 million. Each share of Preferred Stock,
by its terms, is convertible into such number of shares of Common Stock as
shall equal $1,000 divided by a Conversion Rate equal to the lesser of (i) 75%
of the average closing bid price of a share of Common Stock as reported by the
SmallCap Market of the Nasdaq Stock Market for the five trading days prior to
the date of the holders' notice of conversion or (ii) $17.50, subject to
adjustment. The shares of Common Stock underlying the Preferred Stock were
registered pursuant to the Registrant's Registration Statement on Form S-3
(File No. 333-30575) which was declared effective by the Securities and
Exchange Commission on July 23, 1997.
As of August 1, 1997, the Registrant does not have a sufficient number of
unreserved shares of Common Stock to accommodate any additional conversions. The
Registrant is advising the holders of unconverted shares of the Preferred Stock
that future conversions have been suspended. Currently, the Registrant is
authorized to issue 12,000,000 shares of Common Stock. Although no assurance can
be given that the necessary shareholder approval will be obtained, the
Registrant is proceeding with steps to obtain shareholder approval to amend its
Certificate of Incorporation to increase the number of shares of its capital
stock which it is authorized to issue.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
NU-TECH BIO-MED, INC.
By: /s/ J. MARVIN FEIGENBAUM
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Name: J. Marvin Feigenbaum
Title: Chairman of the Board, President, Chief
Executive and Chief Financial Officer
Date: August 1, 1997
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