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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):
June 5, 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 June 5, 1996 announcing the signing of agreement
for option to acquire Binary Therapeutics, Inc., filed as Exhibit 99.53
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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99.53 News Release dated June 5, 1996 announcing the signing
of agreement for option to acquire Binary Therapeutics, Inc.
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/ DALE SANDER
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Dale Sander
Chief Financial Officer
Date: June 14, 1996
2
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
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99.53 News Release dated June 5, 1996 announcing the
signing of agreement for option to acquire Binary
Therapeutics, Inc.
3
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EXHIBIT 99.53
FOR IMMEDIATE RELEASE
CONTACT: Dale A. Sander, Chief Financial Officer
Larry Bymaster, Chief Executive Officer
(619) 550-3900
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XYTRONYX, INC. ANNOUNCES SIGNING OF AGREEMENT
FOR OPTION TO ACQUIRE BINARY THERAPEUTICS, INC.
SAN DIEGO, CA, June 5, 1996 -- Xytronyx, Inc. (AMEX: XYX) today announced
that it has entered into an agreement with Binary Therapeutics, Inc. ("BTI")
under which Xytronyx has the option to acquire BTI. Binary Therapeutics, a
privately held company based in Massachusetts, is the holder of certain
proprietary technologies in the Photodynamic Therapy ("PDT") field for the
treatment of cancer. Photodynamic Therapy is an emerging mode of treatment
for cancer which uses the combination of light-activated drugs and nonthermal
light to achieve selective, photochemical destruction of cancer cells with
minimal effect on surrounding normal tissues. Xytronyx had previously
announced that it had entered into a letter of understanding outlining the
general terms of the agreement.
The agreement gives Xytronyx the right to acquire BTI at anytime prior to
April 30, 1997 by a merger of BTI into a wholly owned subsidiary of Xytronyx.
If Xytronyx elects to exercise its option, the agreement calls for Xytronyx
to issue common stock to the BTI stockholders with an aggregate acquisition
value of $6,000,000. The number of shares of Xytronyx's common stock to be
issued will be determined based upon the market value of Xytronyx's common
stock prior to the date of exercise, although the value of the common stock
cannot be less than $2.00 or more than $6.00 per share. Under the agreement,
Xytronyx will assist BTI during the option period with the advancement of
certain PDT products into human clinical trials. In order for the merger to
be effected, the agreement will require approval by a majority of the
stockholders of BTI, and BTI is currently in the process of seeking such
approval. Xytronyx may elect to, or under certain circumstances may be
required to, obtain Xytronyx stockholder approval prior to effecting the
merger. Additionally, in order to exercise its rights to consummate the
merger under the agreement, Xytronyx will have to satisfy certain conditions,
including funding certain BTI product development expenses.
BTI has two major classes of technologies which it believes hold promise for
use in PDT. The first, BTI's Boronated Porphyrin compound ("BOPP"), is
currently undergoing preparation for human clinical trials as a
photosensitizing drug for PDT treatment of brain cancer. BTI and Xytronyx
agreed to target brain cancer for the initial human clinical studies, in part
because of the success with preclinical brain tumor models in animals.
Pre-clinical testing of BOPP in the United States and Australia, including
testing of the compound with various animal models, has indicated that BOPP
has advantages over certain existing PDT agents in the treatment of certain
cancers, including a high degree of selective retention of BOPP in brain
tumor models. BTI's current plan is to commence a Phase I clinical study of
PDT treatment with BOPP of brain cancer patients by mid-1997 after seeking
IND approval from the FDA. BTI and Xytronyx believe, based upon the results
of preclinical studies, that BOPP may also be useful in the treatment of
pancreatic tumors, and, longer term, that BOPP could also be used in Boron
Neutron Capture Therapy, another new form of cancer treatment.
BTI also holds technologies encompassing the use of a second family of
compounds, Lipophilic Cationic Compounds ("LCC's"), for cancer treatment with
PDT. LCC's have been shown in early preclinical studies
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to offer potential significant advantages over current compounds being used
for PDT. As demonstrated in certain laboratory models, the degree of tumor
selectivity of these compounds may prove to be substantially higher than that
achieved by current competitive products, and can be activated by light at
substantially longer wavelengths, allowing penetration of skin and tissue for
the treatment of larger and deeper tumors. BTI and Xytronyx believe that
LCC's may be applicable to many major forms of solid tumor cancer.
Mr. Larry Bymaster, Xytronyx Chairman and Chief Executive Officer, stated
that "we have worked actively with Binary Therapeutics over the last several
months and have been pleased with the progress made to date in terms of
preparing these compounds for human clinical trials. Our relationship with
Binary Therapeutics compliments the Photodynamic Immunotherapy technology we
recently acquired. Together these two product development opportunities
offer Xytronyx efficiencies and other strategic benefits due to their similar
development requirements and expected uses." Xytronyx recently announced
that it had acquired an exclusive worldwide license to a proprietary
technology, referred to as "Photodynamic Immunotherapy" or "Laser/Sensitizer
Assisted Immunotherapy," which is initially being targeted toward the
treatment of breast cancer.
Joseph Y. Chang, Ph.D., President and Chief Executive Officer of Binary
Therapeutics, Inc. said, "The completion of this agreement is an important
milestone for the BTI/Xytronyx partnership as we move toward regulatory
review and clinical studies for treatment of these devastating diseases. We
are excited by the potential for synergy among the combined technologies of
our two companies."
The statements made in this press release contain certain forward-looking
statements that involve a number of risks and uncertainties. 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 December 31, 1995 as well as its Annual
Report on Form 10-K, may effect the results achieved by Xytronyx.
