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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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 24, 1996
SOMATIX THERAPY CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 0-14758 94-2762045
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
950 MARINA VILLAGE PARKWAY, SUITE 100, ALAMEDA, CALIFORNIA 94501
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (510) 748-3000
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(Former Name or Former Address, if Changed Since Last Report.)
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Item 5. Other Events
On September 24, 1996, Somatix Therapy Corporation (the "Company")
announced an agreement to sell shares of preferred stock convertible at a
premium to market over the prevailing average price of the common stock. The
sale will provide an immediate cash infusion of $5.0 million. Subject to certain
limitations, the Company will also have the right to sell up to $10 million in
additional shares of preferred stock on similar terms over the next three years.
In connection with the preferred stock financing, the Company issued to the
investor a warrant to purchase up to 650,000 shares of common stock at a fixed
exercise price representing a premium above the closing price of the Company's
common stock on September 24, 1996.
Subject to certain adjustments and limitations, the preferred stock
is convertible into common stock at a premium to the average market price at
the time of conversion not later than September 24, 2002.
"This financing provides Somatix with the ability to take down up to
an additional $10 million at the time of our choosing over the next three
years," said David W. Carter, Somatix Chairman and Chief Executive Officer. "I
am particularly encouraged with the enthusiasm of our new investors for our
multiple gene transfer capabilities we have built at Somatix."
The securities associated with this transaction have not been
registered under the Securities Act of 1933, as amended (the "Act"), and were
offered pursuant to the exemption provided by Regulation S thereunder and may
not be offered or sold in the United States or to or for the account or benefit
of a U.S. Person except pursuant to registration under the Act or an available
exemption therefrom.
Coincident with the financing, Somatix has implemented a cost
reduction program, delaying a Phase III clinical trial of its Autologous
GVAX(TM) Cancer Vaccine and significantly reducing the clinical development
staff involved in this program. While the Company remains committed to its
cancer gene therapy program, it has determined that the substantial costs
associated with large scale clinical trials should be shared with an appropriate
corporate partner. Somatix will continue to accrue Phase I/II clinical data on
the autologous vaccine as well as further pursue discussions with potential
clinical partners.
"I want to underline Somatix's commitment to cancer gene therapy,
which continues to be our most advanced therapeutics area," stated David W.
Carter. "However, we have other product candidates moving into the clinic and
believe it is more prudent to spread our resources across multiple therapeutic
programs. We will continue to generate GVAX data with our clinical collaborators
and move into pivotal efficacy trials when we have a corporate collaborator."
Somatix Therapy Corporation is a leader in the emerging field of gene
therapy. The company's mission is to research, develop and commercialize
proprietary processes for the genetic modification of cells and their use in the
treatment of human disease. Somatix's strategic assets include its multiple gene
transfer systems, broad-based intellectual property, and product development
programs focused on cancer, neural diseases, and inherited genetic disorders.
2.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements.
The registrant has determined that no financial statements are
required to be filed pursuant to this item.
(b) Pro Forma Financial Information.
The registrant has determined that no pro forma financial information
is required to be filed pursuant to this item.
(c) Exhibits.
None.
3.
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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 hereunto duly authorized.
Date: September 25, 1996 SOMATIX THERAPY CORPORATION
(Registrant)
By: /s/ J. STEPHAN DOLEZALEK
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Name: J. Stephan Dolezalek
Title: Assistant Secretary
4.
