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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):
October 28, 1996
XYTRONYX, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation
0-14838 36-3258753
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(Commissioner File Number) (IRS Employer Identification Number)
6555 Nancy Ridge Drive
Suite 200
San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 550-3900
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Item 5. Other Events.
The News Release dated October 28, 1996 announcing that the Company
intends, with the assistance of a placement agent, and subject to market and
other conditions, to raise up to $6 million in a private placement of equity
securities to accredited individuals and institutional investors pursuant to
Regulation D under the Securities Act of 1933, as amended., filed as Exhibit
99.56 hereto, is hereby incorporated into this Report by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) EXHIBITS. The following exhibit accompanies this Report:
Exhibit
Number Exhibit description
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99.56 News Release dated October 28, 1996 announcing that the
Company intends, with the assistance of a placement
agent, and subject to market and other conditions, to
raise up to $6 million in a private placement of equity
securities to accredited individuals and institutional
investors pursuant to Regulation D under the Securities
Act of 1933, as amended
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 hereunto duly authorized.
XYTRONYX, INC.
By: /s/ CORRINE D. GULUTZ
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Corrine D. Gulutz
Chief Accounting Officer
Date: October 28, 1996
2
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Exhibit Numbered Page
- ------ ---------------------- -------------
99.56 News Release dated October 28, 1996 announcing
that the Company intends, with the assistance
of a placement agent, and subject to market and
other conditions, to raise up to $6 million in
a private placement of equity securities to
accredited individuals and institutional
investors pursuant to Regulation D under the
Securities Act of 1933, as amended
3
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FOR IMMEDIATE RELEASE
CONTACT: Larry Bymaster, Chief Executive Officer
(619) 550-3900
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XYTRONYX, INC. ANNOUNCES
PRIVATE PLACEMENT
SAN DIEGO, CA, October 28, 1996 -- Xytronyx, Inc. (AMEX: XYX) today announced
that it intends, with the assistance of a placement agent, and subject to market
and other conditions, to raise up to $6 million in a private placement of equity
securities to accredited individuals and institutional investors pursuant to
Regulation D under the Securities Act of 1933, as amended. The Company also
announced that pending the initial closing, it has entered into a line of credit
agreement with two shareholders which have an affiliation with the placement
agent under which Xytronyx may borrow up to $500,000.
"The Company intends to use the proceeds from the offering to complete the
preclinical development of its cancer therapies, for the repayment of debt and
for general corporate purposes and working capital. Until we have a closing in
the private placement, we expect that the credit line will meet our immediate
cash requirements" said Larry Bymaster, Chairman and CEO.
The securities to be offered will not have been registered under the Securities
Act of 1933, as amended, or applicable state securities laws, at the time of the
private placement and may not be offered or sold absent registration under the
Securities act and applicable state securities laws or available exemptions from
registration.
The statements made in this press release contain certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act 1934 that involve a number of risks and
uncertainties, including the risk that the Company will be unable to complete
the proposed private placement. Actual events or results may differ from
Xytronyx's expectations. In addition to the matters described in this press
release, risk factors listed from time to time in Xytronyx's SEC reports,
including, but not limited to, its report on Form 10-Q for the quarter ended
June 30, 1996 as well as its Annual Report on Form 10-K, may effect the results
achieved by Xytronyx.
Xytronyx, Inc. is engaged in the development and commercialization of medical
products with a primary focus on cancer treatment.
