SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
[X] Filed by Registrant
[ ] Filed by Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
IMMUNOTHERAPEUTICS, INC.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computer pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[X] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
IMMUNOTHERAPEUTICS, INC.
3233 Fifteenth Street South
Fargo, North Dakota 58104
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 8, 1996
Notice is hereby given that the Annual Meeting of Shareholders of
ImmunoTherapeutics, Inc. (the "Company") will be held at the Radisson Hotel, 201
North Fifth Street, Fargo, North Dakota on Thursday, August 8, 1996 at 10:00
A.M. for the following purposes:
1. To elect three directors to hold office until the next
Annual Meeting of Shareholders in 1997 and until their respective
successors are elected and qualified;
2. To consider and vote on a proposal to change the name of
the Company to Endorex Corp.;
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Information with respect to the above is set forth in the Proxy
Statement which accompanies this Notice. Only shareholders of record at the
close of business on July 2, 1996 are entitled to notice of and to vote at the
meeting.
We hope that all of our shareholders who can conveniently do so will
attend the meeting. Shareholders who do not expect to be able to attend the
meeting are requested to mark, date and sign the enclosed proxy and return the
same in the enclosed addressed envelope which requires no postage and is
intended for your convenience.
By Order of the Board of Directors,
James W. Burrow, Secretary
Dated: July 10, 1996
<PAGE>
IMMUNOTHERAPEUTICS, INC.
Proxy Statement
Annual Meeting of Shareholders
The enclosed proxy is solicited by the Board of Directors of
ImmunoTherapeutics, Inc., a Delaware corporation (the "Company"), from the
holders of shares of Common Stock, par value $.001 per share, to be voted at the
Annual Meeting of Shareholders (the "Meeting") to be held at the Radisson Hotel,
201 North Fifth Street, Fargo, North Dakota on Thursday, August 8, 1996 at 10:00
A.M. and at any adjournments thereof.
The only business which the Board of Directors intends to present or
knows that others will present at the Meeting is (i) the election of three
Directors of the Company to hold office until the next Annual Meeting of
Shareholders in 1997 and until their successors have been elected and qualified,
and (ii) to consider and vote on a proposal to change the name of the Company to
Endorex Corp. Management does not know of any other business to be brought
before the Meeting but it is intended that as to any other business, a vote may
be cast pursuant to the proxy in accordance with the judgment of the person or
persons acting thereunder. Any shareholder giving a proxy has the power to
revoke it at any time before the proxy is voted by revoking it in writing, by
executing a later dated proxy or appearing at the Meeting and voting in person.
Any writing revoking a proxy should be addressed to Mr. James W. Burrow,
Secretary of the Company at the address set forth below.
Only shareholders of record as of the close of business on July 2, 1996
are entitled to notice of and to vote at the Meeting or any adjournments
thereof. On such date, the Company had issued and outstanding voting securities
consisting of 14,122,047 shares of Common Stock, $.001 par value, each of which
shares is entitled to one vote.
The Company's address is 3233 Fifteenth Street, South, Fargo, North
Dakota 58104, and its telephone number is (701) 232-9575. This Proxy Statement
and the enclosed Form of Proxy will be mailed to the Company's shareholders on
or about July 10, 1996.
1. ELECTION OF DIRECTORS
At the Meeting, it is proposed to elect three Directors to hold office
until the next Annual Meeting of Shareholders in 1997 and until their respective
successors are elected and qualified. It is intended that, unless otherwise
indicated, the shares of
<PAGE>
Common Stock represented by proxies solicited by the Board of Directors will be
voted for the election as Directors of the three nominees hereinafter named, all
of whom are presently Directors of the Company and, except for Mr. Kanzer, were
elected at the Annual Meeting of Shareholders held in 1995. If, for any reason,
any of said nominees shall become unavailable for election, which is not now
anticipated, the proxies will be voted for the remainder of those named and may
be voted for a substitute nominee designated by the Board of Directors. All
nominees have indicated that they are willing and able to serve as Directors if
elected and, accordingly, the Board of Directors does not have in mind any
substitute.
The nominees as Director, the age, principal occupation and position
with the Company of each such person and the year in which each first became a
Director are as follows:
Positions and Offices Director
Name Age With the Company Since
Gerald J. Vosika, M.D. 53 Chairman of the Board, 1987
President, Scientific
Director and Director
of the Company
Carl Gilbert, Ph.D. 44 Director of the Company 1990
Steve Kanzer Director 1996
All of the Company's Directors will serve until the next Annual Meeting of
Shareholders intended to be held in June 1997 and until their successors are
elected and qualified. Officers are to be elected at the annual meeting of the
Board of Directors following the Annual Meeting of Shareholders. Directors of
the Company do not receive any compensation for serving in that capacity however
they are reimbursed for their out-of-pocket expenses in attending meetings.
Dr. Vosika has been Scientific Director and a Director of the Company,
which he founded, since its inception in February 1985. He was President of the
Company from inception until August 1990 when he was elected Chairman of the
Board. He has been a practicing physician and an investigator of
immunotherapeutic agents for the past 21 years. Dr. Vosika was employed by the
United States Veteran's Administration from July 1980 until May 1987. He was a
part-time employee of the University of North Dakota from July 1980 to March
1993 and a part-time employee of the
2
<PAGE>
United States Veterans Administration from December 1990 to March 1993. Dr.
Vosika devotes his full time to the Company. From 1980 through March 1988, he
was Chief of Hematology for the University of North Dakota and Chief of Oncology
for the Fargo, North Dakota, Veterans Administration Hospital.
Dr. Carl Gilbert has been employed by Enzon Corporation since July,
1991. Prior thereto he was employed by the Company from June 1987 to July 1991
and held a variety of research positions, including responsibilities for drug
development, testing production and quality control. He has a Bachelor of
Science degree in biochemistry from the University of Wisconsin, Madison in
1973. He has a Masters degree in biochemistry (1975) and a Ph.D. degree in cell
biology (1983) from the University of Illinois. From 1983 until joining the
Company he was a post-doctoral research associate at Michigan State University.
He has done extensive research on the interaction of tumor cells with natural
killer cells. He was elected to the Board of Directors in December 1990.
Mr. Kanzer is a Senior Managing Director of Paramount Capital, Inc., a
biotechnology investment banking firm and Paramount Capital Investments, LLC, a
biotechnology venture capital group. Mr. Kanzer is also a founder and Chairman
of Discovery Laboratories, Inc., a private biotechnology company and a founder
and a director of Boston Life Sciences, Inc. and Atlantic Pharmaceuticals, Inc.,
each of which are publicly traded biotechnology companies. He has been a founder
and director of several other publicly traded biotechnology companies,
including, Avigen, Inc., Titan Pharmaceuticals, Inc. and Xenometrix Inc. Prior
to 1995, Mr. Kanzer was General Counsel of The Castle Group, Ltd., a
biotechnology venture capital firm. Prior to October 1991, Mr. Kanzer was an
attorney at the law firm of Skadden, Arps, Meagher, Slate, & Flom. Mr. Kanzer
received his J.D. from New York University School of Law and a B.B.A. in
Accounting from Baruch College. Mr. Kanzer was elected to the Company's Board of
Directors on June 14, 1996 pursuant to an agreement granting Aries Trust, a
Cayman Islands Fund, and Aries Domestic Fund, L.P., as transferees of the right
to designate one person for election to the Company's Board of Directors
pursuant to the agreement dated March 1, 1996 between the Company and Dominion
Resources, Inc. See "Certain Transactions."
Except for Mr. Kanzer, none of the Company's Directors is a Director of
any other corporation which is subject to the periodic reporting requirements of
the Securities Exchange Act of 1934 or is a registered investment company under
the Investment Company Act of 1940.
3
<PAGE>
Executive Officers
The following table sets forth certain information regarding the
executive officers of the Company.
Name Age Principal Occupation
Gerald J. Vosika, M.D. 53 President, Chairman of the
Board, Scientific Director,
Principal Financial Officer
and Director of the Company
The employment background of Dr. Vosika is described above.
Dr. Vosika will hold office until the next annual meeting of the Board
of Directors following the annual meeting of shareholders unless previously
removed by the Board of Directors.
Compensation of Executive Officers.
The following table sets forth the compensation paid during the
Company's three fiscal years ended January 31, 1996, 1995 and 1994 to the chief
executive officer of the Company. No other executive officer of the Company
received compensation exceeding $100,000 in any of those years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long term
Compensation
Awards
Name and Other Annual All Other
Principal Position Year(1) Salary Bonus($) Compensation($) Options(#) Compensation
<S> <C> <C> <C> <C> <C> <C>
Gerald Vosika 1996 $197,600 -0- $15,960 -0- -0-
1995 $197,600 -0- -0- 75,000 -0-
1994 $191,161 -0- $42,829(2) -0- -0-
</TABLE>
(1) During the year ended January 31.
(2) Includes life insurance premiums and related tax adjustment.
Employment Agreement
Dr. Vosika is employed as the Chairman of the Board, President and
Scientific Director of the Company pursuant to an agreement expiring on
May 31, 1999, which agreement is subject to automatic one-year
4
<PAGE>
extensions thereafter unless terminated by either party. Dr. Vosika receives a
salary of $225,000 per year pursuant to the agreement. As amended by a letter
agreement dated June 25, 1996, the agreement grants Dr. Vosika the right to
payment of his salary through the termination date of the agreement if the
Company should terminate his employment other than for Cause or if Dr. Vosika
should terminate his employment for Good Reason. Good Reason includes a failure
by the Company to comply with a material provision of the agreement which is not
cured within ten (10) days of notice or any purported termination of Dr. Vosika
not effected pursuant to the agreement. As amended, the agreement permits the
Company to employ a chief executive officer and President and such employment
will not constitute Good Reason for Dr. Vosika to terminate his employment. Dr.
Vosika has also agreed that the purchase of shares of the Company's Common Stock
by the Aries Fund, a Cayman Island Trust, and the Aries Domestic Fund, L.P., as
described below under the caption "Change in Control of the Company," are not
Good Reason for him to terminate his employment.
Stock Option Holdings
The following table provides information with respect to the above
named executive officer regarding Company options held at the end of the
Company's year ended January 31, 1996 (such officer did not exercise any options
during the most recent fiscal year).
Aggregate Option Exercises in 1996
and Option Values at January 31, 1996
Value of Unexercised
Number of Unexercised In-the-Money
Options at Jan. 31, 1996(#) Options at Jan. 31, 1996($)(1)
Name Exercisable Unexercisable Exercisable Unexercisable
Gerald Vosika 75,000(2) 200,000(2)(3) $2,250 $6,000
(1) Based on the closing sale price of $0.10 on January 26, 1996.
(2) Exercisable at $0.275 per share.
(3) Does not include an option to purchase 2,000,000 shares of common stock at
an exercise price of $.065 per share granted on March 22, 1996.
No options were granted or exercised during the year ended January 31,
1996. On March 22, 1996, Dr. Vosika was granted a ten-year option to purchase
2,000,000 shares of the Company's Common Stock at an exercise price of $.065 per
share.
On January 19, 1996, the Company's Board of Directors reduced the
exercise price of the options granted to Dr. Vosika to purchase 250,000 and
25,000 shares exercisable at $.275 and $.27, respectively, to $.07 per share.
The action was taken at the time
5
<PAGE>
by the Board of Directors so as to provide to Dr. Vosika an opportunity to
realize additional benefits from the options. On January 19, 1996, the bid price
for the Company's common stock, based on quotations appearing in the "pink
sheets" published by the National Quotation Bureau, Inc., was $.07.
Director and Officer Securities Reports
The Federal securities laws require the Company's Directors
and executive officers, and persons who own more than 10% of a registered class
of the Company's equity securities to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
any equity securities of the Company. Copies of such reports are required to be
furnished to the Company. To the Company's knowledge, based solely on review of
the copies of such reports and other information furnished to the Company, all
persons subject to these reporting requirements filed the required reports on a
timely basis with respect to the Company's year ended January 31, 1996.
Certain Transactions
On September 23, 1994, the Board of Directors authorized the grant to
Dr. Vosika of a five-year option to purchase an aggregate of 250,000 shares of
Common Stock at a price of $.275 per share which option vests and becomes
exercisable to the extent of 50,000 shares on each of any of the following
events occurring: (i) 50,000 shares are to vest at such time as the market price
for the Company's Common Stock reaches each of $.50, $1.00, $2.00, $3.00 and
$4.00 per share, (ii) an IND and initiation of clinical trials relating to a
treatment for Hepatitis C, on or before September 23, 1995, (iii) FDA approval
is received for a pivotal phase III trial for colorectal cancer on or before
September 23, 1996, (iv) the development of a potential new product as evidenced
by the filing of an IND on or before September 23, 1997, or (v) the completion
of a corporate transaction resulting in a $2 million investment in the Company.
On the basis of the filing of an IND for treating Hepatitis C, the option has
vested with respect to 50,000 shares. On January 19, 1996, the Board of
Directors reduced the exercise price of this option to $.07 per share.
At a meeting of the Board of Directors held January 6, 1995, Dr. Vosika
was granted a five-year option to purchase 25,000 shares of Common Stock at an
exercise price of $0.27 per share in lieu of the Company continuing to pay the
premiums on a policy insuring the life of Dr. Vosika. On January 19, 1996, the
Board of Directors reduced the exercise price of this option to $.07 per share.
6
<PAGE>
On March 22, 1996, the Board of Directors granted to Dr. Vosika a
ten-year option to purchase 2,000,000 shares of the Company's Common Stock at an
exercise price of $.065 per share.
Change In Control of The Company
On March 1, 1996, the Company entered into a Stock Purchase Agreement
with Dominion Resources, Inc. ("Dominion") pursuant to which Dominion agreed to
purchase and the Company agreed to sell 5,000,000 shares of the Company's Common
Stock at a purchase price per share of $.065 or an aggregate purchase price of
$325,000. Such shares were sold in three approximately equal installments at
closings held on March 18, April 15, and May 15, 1996. The purchase agreement
contains various representations and warranties concerning the Company and its
activities and also various affirmative and negative covenants, including a
covenant to elect as a Director of the Company one person designated by
Dominion. Mr. William McManus, President and a Director of Dominion, was elected
as a Director of the Company to serve as Dominion's designee to the Company's
Board of Directors and served until June 14, 1996. The purchase agreement also
grants to Dominion the right to have registered under the Securities Act of
1933, as amended, the shares sold to Dominion to enable the public offer and
sale of those shares. The agreement restricts the Company from entering into
mergers, acquisitions or sales of its assets without the prior approval of
Dominion's representative on the Company's Board of Directors. The purchase
price was paid from Dominion's working capital.
On June 13, 1996, Dominion entered into an agreement with Aries Fund, a
Cayman Island Trust, and the Aries Domestic Fund, L.P., a Delaware limited
partnership ("The Aries Fund" and the "Aries Domestic Fund, L.P." are
collectively referred to as "Aries"), with the Company a party to the agreement,
whereby Dominion sold and Aries purchased an aggregate of 4,000,000 shares of
the Company's Common Stock at a price of $.10 per share. The purchase price was
paid from Aries' general funds. As part of the transaction, Dominion transferred
to Aries certain of its rights under the March 1, 1996 agreement including,
among others, the right to designate a Director of the Company and rights to
have the shares registered under the Securities Act of 1933, as amended. Upon
completion of the sale of the 4,000,000 shares, Mr. Steve Kanzer was elected a
Director of the Company as the designee of Aries and Mr. McManus resigned. Also
concurrently with the completion of the transaction, the Company redeemed its
outstanding rights under the Shareholders Rights Agreement dated as of September
23, 1994.
7
<PAGE>
On June 26, 1996, Aries purchased from the Company an additional
5,000,000 shares of the Company's Common Stock at a price of $.20 per share or
an aggregate of $1,000,000. The purchase price was paid from Aries' general
funds. The purchase agreement relating to such shares contained various
representations and warranties concerning the Company and its activities and
also various affirmative and negative covenants. The purchase agreement grants
to Aries the right to have registered under the Securities Act of 1933, as
amended, the shares sold to Aries to enable the public offer and sale of those
shares. The agreement restricts the Company from entering into mergers,
acquisitions or sales of its assets without the prior approval of Aries.
2. PROPOSAL TO AUTHORIZE CHANGE IN THE COMPANY'S NAME
In May 1996, the Board of Directors adopted, subject to stockholder
approval, an amendment to the Company's Certificate of Incorporation to change
the name of the Company to "Endorex Corp." The current name of the Company is
"ImmunoTherapeutics, Inc." The name ImmunoTherapeutics was adopted in 1987 to
reflect the Company's initial focus on the development of immune stimulating
drugs for the treatment of established cancer. The Company in its evaluation of
its technology is becoming additionally involved in several areas including
vaccine development, particularly for infectious diseases, and compounds and
formulations for the induction of bioactive molecules. Bioactive molecules
induced by the compounds are important in the development of immunity and the
control of viral diseases. Therefore, since the name ImmunoTherapeutics implies
a relatively narrow area of technology, the Company believes that the adoption
of a new corporate name will reflect this broadening of the focus of the
Company's activities. Endo refers to the primitive gastrointestinal track from
which the thymus and lymphoid system develop and thus, denotes target cells
important in the Company's drug development program.
The adoption of the proposed amendment to the Certificate of
Incorporation to change the corporate name will require the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock.
Your Directors recommend that stockholders vote FOR the adoption of the
proposed amendment of the Company's Certificate of Incorporation.
VOTING SECURITIES AND PRINCIPAL HOLDERS
8
<PAGE>
The following table sets forth, as of July 2, 1996, information with
respect to each person (including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934)who is known to the Company to
be the beneficial owner of more than five percent of the Company's Common Stock
as well as shares of Common Stock beneficially owned by all Directors of the
Company and all Directors and executive officers of the Company as a group. As
of June 28, 1996, the Company had 14,122,047 shares of Common Stock outstanding.
Percentage of
Name of Outstanding Shares
Beneficial Owner (1) Amount Owned (1)
- -------------------- -------------- --------------
Dr. Gerald Vosika 2,139,499(2) 13.2%
3505 Riverview Circle
Moorhead, MN 56560
Dr. Carl Gilbert 27,000(3) -
c/o ImmunoTherapeutics, Inc.
3505 Riverview Circle
Moorhead, MN 56560
Steve Kanzer 200,000(4) 1.3%
c/o Aries Financial Services, Inc.
375 Park Avenue - Suite 1501
New York, NY 10152
The Aries Trust 6,750,000(5) 47.8%
c/o Aries Financial Services, Inc.
375 Park Avenue - Suite 1501
New York, NY 10152
Aries Domestic Fund, L.P. 2,250,000(5) 15.9%
c/o Aries Financial Services, Inc.
375 Park Avenue - Suite 1501
New York, NY 10152
All Directors and officers as
a group (2 persons) 2,366,499(2)(3)(6) 14.6%
(1) Each beneficial owner's percentage ownership is determined by assuming the
exercise of options and warrants that are held by such person (but not those
held by any other person) and which are exercisable within 60 days.
9
<PAGE>
(2) Includes 64,499 shares held beneficially by Dr. Vosika. In addition, it
includes 2,075,000 shares which are the subject of presently exercisable options
held by Dr. Vosika.
(3) Includes 1,000 shares held beneficially by Dr. Gilbert. In addition, it
includes 26,000 shares which are the subject of options held by Dr. Gilbert.
(4) Includes 200,000 shares issuable on exercise of an option expiring June 12,
2006 at a price of $.20 per share. Mr. Kanzer was elected to the Board of
Directors of the Company as the designee of The Aries Trust and Aries Domestic
Fund, L.P. Mr. Kanzer disclaims a beneficial interest in the shares held by The
Aries Trust and Aries Domestic Fund, L.P.
(5) Aries Financial Services, Inc., is the General Partner of Aries Domestic
Fund, L.P., a limited partnership organized under the laws of the State of
Delaware, and the Investment Manager to The Aries Trust, a Cayman Islands Trust.
Dr. Lindsay Rosenwald is the fund manager and sole shareholder of Aries
Financial Services, Inc. The address of Aries Financial Services is 375 Park
Avenue, Suite 1501, New York, New York 10152.
(6) Excludes the shares held by The Aries Trust and Aries Domestic Fund, L.P.
Committees and Meetings of the Board of Directors
The Company's Board of Directors held three meetings during the year
ended January 31, 1996. The Company does not have any standing audit, nominating
or compensation committees or committees performing similar functions.
Independent Accountants
Mortenson and Associates, P.C. has served as the Company's independent
accountants since January 1992 and has been selected to continue in such
capacity for the current fiscal year. It is not anticipated that a
representative from that firm will attend the Annual Meeting of Shareholders to
make a statement to shareholders or to answer questions of shareholders.
Submission of Shareholder Proposals for 1997 Annual Meeting
Any proposals which shareholders intend to present for a vote of
shareholders at the Company's 1997 Annual Meeting and which such shareholders
desire to have included in the Company's proxy statement and form of proxy
relating to that meeting must be sent to the Company's executive office and
received by the Company not later than March 12, 1997.
10
<PAGE>
Voting Procedures
Votes at the Annual Meeting of Shareholders are counted by Inspectors
of Election appointed by the Chairman of the meeting. If a quorum is present, an
affirmative vote of a majority of the votes entitled to be cast by those present
in person or by proxy is required for the approval of items submitted to
shareholders for their consideration, including the election of directors,
unless a different number of votes is required by statute or the Company's
certificate of incorporation. Directors are elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote. The adoption of the amendment to the Certificate of
Incorporation to change the corporate name will require the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock. Abstentions
by those present at the meeting are tabulated separately from affirmative and
negative votes and do not constitute affirmative votes. If a shareholder returns
his proxy card and withholds authority to vote for any of the nominees or
withholds a vote on any of the proposals submitted, the votes represented by the
proxy card will be deemed to be present at the meeting for purposes of
determining the presence of a quorum but will not be counted as affirmative
votes. Shares in the name of brokers that are not voted are treated as not
present.
General
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by use of the mails, certain officers and regular
employees may solicit proxies personally and by telephone and the Company will
request banks, brokerage houses and nominees and fiduciaries to forward
soliciting material to their principals and will reimburse them for their
reasonable out-of-pocket expenses.
The Company's Annual Report to Shareholders for the fiscal year ended
January 31, 1996 including financial statements, is being mailed to shareholders
herewith.
11
<PAGE>
On written request, the Company will provide, without charge to each
record or beneficial holder of the Company's Common Stock as of July 2, 1996 a
copy of the Company's Annual Report on Form 10-KSB as filed with the Securities
and Exchange Commission for the fiscal year ended January 31, 1996. Requests
should be addressed to Mr. James Burrow, Secretary, ImmunoTherapeutics, Inc.,
3233 Fifteenth Street South, Fargo, North Dakota 58104.
By Order of the Board of Directors,
James Burrow, Secretary
Dated: July 10, 1996
12
<PAGE>
APPENDIX: PROXY STATEMENT
IMMUNOTHERAPEUTICS, INC.
3233 Fifteenth Street South
Fargo, North Dakota 58104
This Proxy Is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Dr. Gerald Vosika and Mr. James Burrow,
and each of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated below, all the
shares of common stock of ImmunoTherapeutics, Inc. held of record by the
undersigned on July 2, 1996 at the annual meeting of shareholders to be held on
August 8, 1996 or any adjournments thereof.
1. Election of Directors
[ ] For all nominees listed below (except as marked to
contrary below)
[ ] Withhold Authority to vote for all nominees listed
below
Instruction: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below.
Gerald J. Vosika Steve Kanzer
Carl Gilbert
2. In favor of [ ] Against [ ] Abstain [ ]
Proposal to change the name of the Company to
Endorex Corp.
3. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the meeting.
This Proxy, when properly executed, will be voted in the manner directed by the
undersigned stockholder. If no direction is made, this Proxy will be voted for
each of the Proposals.
<PAGE>
Please sign exactly as When shares are held by joint tenants
name appears below. both should sign. When signing as
attorney, as executor, administrator
trustee or guardian, please give
full title as such. If a corporation,
please sign in full corporate name
by president or other authorized officer.
If a partnership, please sign in
partnership name by authorized
person.
Dated:_____________________1996
Please mark, sign, date and return Signature
the proxy card promptly using the
enclosed envelope.
Signature if held jointly
