SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ImmunoTherapeutics, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
452916 40 6
(CUSIP Number)
Aries Financial Services, Inc.
c/o Lindsay A. Rosenwald, M.D.
375 Park Avenue
New York, NY 10152
(212) 832-4379
with a copy to:
David R. Walner, Esq.
Aries Financial Services, Inc.
375 Park Avenue
New York, NY 10152
(212) 832-4340
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 13, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this Statement: [X]
<PAGE>
<TABLE>
SCHEDULE 13D
<S> <C>
- -------------------------------------------- -----------------------------------
CUSIP NO. 452916 40 6 PAGE ____ OF ___ PAGES
- -------------------------------------------- -----------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Financial Services, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3 below)
- --------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------------------------------------------
8 SHARED VOTING POWER
4,000,000 (see Item 5
for information regard-
ing certain excluded
shares)
-------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,000,000 (see Item 5
for information regard-
ing certain excluded
shares)
- --------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000
- --------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.8%
- --------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
- -------------------------------------------- -----------------------------------
CUSIP NO. 452916 40 6 PAGE ____ OF ___ PAGES
- -------------------------------------------- -----------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Domestic Fund, L.P.
- --------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- --------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------------------------------------------
8 SHARED VOTING POWER
1,000,000 (see Item 5
for information regard-
ing certain excluded
shares)
-------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,000,000(see Item 5 for
information regarding
certain excluded shares)
- --------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
- --------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------------------------------------------------------
13 11%
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 452916 40 6 PAGE ____ OF ___ PAGES
- -------------------------------------------- -----------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Trust
- --------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- --------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
None
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------------------------------------------
8 SHARED VOTING POWER
3,000,000 (see Item 5
for information regard-
ing certain excluded
shares)
-------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,000,000 (see Item 5
for information regard-
ing certain excluded
shares)
- --------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
- --------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9%
- --------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
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<PAGE>
SCHEDULE 13D
- -------------------------------------------- -----------------------------------
CUSIP NO. 452916 40 6 PAGE ____ OF ___ PAGES
- -------------------------------------------- -----------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Lindsay A. Rosenwald
- --------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
- --------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------------------------------------------
8 SHARED VOTING POWER
4,000,000 (see Item 5
for information regard-
ing certain excluded
shares)
-------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
-------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,000,000 (see Item 5
for information regard-
ing certain excluded
shares)
- --------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000
- --------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.8
- --------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.001 par value ("Shares")
ImmunoTherapeutics, Inc. (the "Issuer")
3233 15th Street South
Fargo, ND 58104
(701) 232-9575
Item 2. Identity and Background.
Names of Persons Filing:
(a) This statement is filed on behalf of Aries Financial Services,
Inc. ("Aries Financial"), Aries Domestic Fund, L.P. ("Aries Domestic"), The
Aries Trust ("Aries Trust") and Dr. Lindsay A. Rosenwald (collectively,
"Reporting Parties"). See attached Exhibit A which is a copy of their agreement
in writing to file this statement on behalf of each of them.
(b) Aries Financial's, Aries Domestic's and Dr. Rosenwald's
business address is 375 Park Avenue, Suite 1501, New York, New York, 10152. The
business address for Aries Trust is c/o MeesPierson (Cayman) Limited, P.O. Box
2003, British American Centre, Phase 3, Dr. Roy's Drive, George Town, Grand
Cayman.
(c) Dr. Rosenwald is an investment banker, venture capitalist and
fund manager and sole shareholder of Aries Financial,1 a Subchapter S
corporation incorporated in Delaware. Aries Financial is the General Partner of
Aries Domestic,2 a limited partnership incorporated in Delaware. Aries
Financial is the Investment Manager to Aries Trust,3 a Cayman Islands Trust.
(d) Dr. Rosenwald, Aries Financial, Aries Domestic and Aries Trust
their respective officers, directors, general partners, investment managers, or
trustees have not, during the five years prior to the date hereof, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Dr. Rosenwald, Aries Financial, Aries Domestic and Aries Trust
and their respective officers, directors, general partners, investment managers,
or trustees have not been, during the five years prior to the date hereof,
parties to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Dr. Rosenwald is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Aries Domestic used its general funds to effect the purchase
of 1,000,000 shares of the Issuer for an approximate
purchase price of $100,000 from Dominion Resources, Inc., a
Delaware corporation ("Dominion"). Aries Trust used its
- -------------------------
1 Please see attached Exhibit B indicating the
executive officers and directors of Aries Financial
and providing information called for by Items 2-6
of this statement as to said officers and
directors. Exhibit B is herein incorporated by
reference.
2 Please see attached Exhibit C indicating the
general partner of Aries Domestic and its executive
officers and directors and providing information
called for by Items 2-6 of this statement as to
said general partners, officers and directors.
Exhibit C is herein incorporated by reference.
3 Please see attached Exhibit D indicating the
investment manager of the Aries Trust and its
executive officers and directors and providing
information called for by Items 2-6 of this
statement as to said investment manager and
officers and directors. Exhibit D is herein
incorporated by reference.
<PAGE>
general funds to effect the purchase of 3,000,000 shares of
the Issuer for an approximate purchase price of $300,000
from Dominion.
Item 4. Purpose of Transaction.
The Reporting Parties acquired the shares of Common Stock of
the Issuer from Dominion Resources, Inc., a Delaware
corporation and a stockholder of the Issuer, pursuant to a
Stock Purchase Agreement (the "Stock Purchase Agreement")
dated June 13, 1996, a copy of which is attached as Exhibit
E and the terms of which are incorporated herein by
reference, as an investment in the Issuer. Amongst other
things, the Stock Purchase Agreement entitles the Aries
Trust and Aries Domestic to designate a representative to
sit on the Issuer's Board of Directors and requires the
consent of the Aries Trust and Aries Domestic for certain
extraordinary corporate transactions. Mr. Steve Kanzer was
appointed to the Issuer's Board of Directors as the Aries
Trust and Aries Domestic Board designee. Mr. Kanzer is an
employee of certain affiliates of the Reporting Persons.
In addition, in connection with the purchase of such shares,
Aries Domestic and the Aries Trust entered into a letter
agreement with the Issuer to purchase directly from the Issuer
an additional 5,000,000 shares of Common Stock of the Issuer
(the "Additional Shares"). Pursuant to the letter agreement,
the Additional Shares are allocated in the amount of
3,750,000 shares to the Aries Trust and 1,250,000 shares to
Aries Domestic. A copy of the letter agreement relating to
the purchase of the Additional Shares is attached as
Exhibit F hereto and is incorporated by reference herein.
Upon consummation of their purchase of the Additional Shares,
the Reporting Persons will own a substantially higher
percentage of the shares of the Issuer. Such shares were not
included in calculating the percentage interest in the Issuer
beneficially owned by the Issuer reported in this Schedule
13-D.
In connection with the investment by the Aries Trust and
Aries Domestic, the Issuer's Board of Directors redeemed the
Shareholder Rights Plan dated September 23, 1994 by and
between the Issuer and American Stock Transfer & Trust
Company, as Rights Agent.
Although the Reporting Parties have not formulated any
definitive plans, they have had preliminary discussions with
the Issuer's management and certain members of the Board
concerning various proposals including the possible addition
of certain persons to the Company's management team and the
pursuit of potential strategic partners and additional
technologies. Neither the Reporting Parties nor, to the
Reporting Parties knowledge, the management of the Issuer,
have determined whether such plans are feasible or whether
the Company will in fact pursue such alternatives and it is
not clear that such alternatives will be implemented. In
addition the Reporting Parties, may from time to time
acquire, or dispose of, Common Stock and/or other securities
of the Issuer if and when they deem it appropriate. The
Reporting Parties may formulate other purposes, plans or
proposals relating to any of such securities of the Issuer
to the extent deemed advisable in light of market
conditions, investment policies and other factors.
Except as indicated in this Schedule 13D, the Reporting
Parties currently have no plans or proposals that relate to
or would result in any of the matters described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of June 13, 1996, Dr. Rosenwald and Aries
Financial, through acquisition of the shares by the
Aries Trust and Aries Domestic, beneficially owned
4,000,000 shares or 43.8% of the Issuer's
securities and Aries Domestic and the Aries Trust
beneficially ownership was as follows:
Amount Owned
Aries Domestic 1,000,000 Shares
Aries Trust 3,000,000 Shares
(b) Dr. Rosenwald and Aries Financial share the power
to vote or to direct the vote, to dispose or to
direct the disposition of those shares owned by
each of Aries Domestic and Aries Trust.
<PAGE>
(c) As set forth in Item 4, in connection with the
acquisition of the shares covered by this Schedule
13-D, the Aries Trust and Aries Domestic entered
into a letter agreement with the Company relating
to the purchase of the Additional Shares. The
Additional Shares were not included in calculating
the percentage interest of the Issuer beneficially
owned by the Reporting Parties in this Schedule
13-D.
(d) & (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
Aries Financial is the investment manager of the Aries Trust
and the General Partner of Aries Domestic and in such
capacities has the authority to make certain investment
decisions on behalf of such entities, including decisions
relating to the securities of the Issuer. In connection with
its investment management duties, Aries Financial receives
certain management fees and performance allocations from the
Aries Trust and Aries Domestic. Dr. Rosenwald is the sole
shareholder of Aries Financial. Pursuant to its rights under
the Stock Purchase Agreement, the Aries Trust and Aries
Domestic appointed Mr. Steve Kanzer to the Issuer's Board of
Director as their designated Board representative. In
consideration for his services as a Director, Mr. Kanzer was
granted options to purchase 200,000 shares of the Issuer's
Common Stock at a purchase price of $.20 per share.
Except as indicated in this 13D, there is no contract,
arrangement, understanding or relationship between the
Reporting Parties and any other person, with respect to any
securities of the Issuer.
<PAGE>
<TABLE>
Item 7. Material to be Filed as Exhibits:
<CAPTION>
<S> <C>
Exhibit A - Copy of an Agreement between Dr. Rosenwald,
Aries Financial, Aries Domestic and Aries Trust to
file this Statement on Schedule 13D on behalf of
each of them.
Exhibit B - List of executive officers and directors of Aries Financial and information
called for by Items 2-6 of this statement relating to said officers and direc-
tors.
Exhibit C - List of executive officers and directors of Aries Domestic and information
called for by Items 2-6 of this statement relating to said officers and direc-
tors.
Exhibit D - List of executive officers and directors of
Aries Trust and information called for by Items 2-6
of this statement relating to said officers and
directors.
Exhibit E - Stock Purchase Agreement dated as of June 13, 1996 by and among ImmunoTherapeu-
tics, Inc., Dominion Resources Inc., the Aries Fund, a Series of the Aries Trust
and The Aries Domestic Fund, L.P.
Exhibit F - Letter Agreement dated June 12, 1996 by and between ImmunoTherapeutics Inc., the
Aries Fund, a Series of the Aries Trust and The Aries Domestic Fund, L.P.
</TABLE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
<TABLE>
ARIES FINANCIAL SERVICES, INC.
<CAPTION>
<S> <C> <C>
Dated: June 21, 1996
New York, NY By /s/ Dr. Lindsay A. Rosenwald
----------------------------
Dr. Lindsay A. Rosenwald
President
ARIES DOMESTIC FUND, L.P.
By Aries Financial Services, Inc.
General Partner
Dated: June 21, 1996
New York, NY By /s/ Dr. Lindsay A. Rosenwald
----------------------------
Dr. Lindsay A. Rosenwald
President
THE ARIES TRUST
By Aries Financial Services, Inc.
Investment Manager
Dated: June 21, 1996
New York, NY By /s/ Dr. Lindsay A. Rosenwald
----------------------------
Dr. Lindsay A. Rosenwald
President
Dated: June 21, 1996
New York, NY By /s/ Dr. Lindsay A. Rosenwald
-----------------------------
Dr. Lindsay A. Rosenwald
</TABLE>
<PAGE>
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agrees to jointly prepare and file
with regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of
ImmunoTherapeutics, Inc. and hereby affirm that such Schedule 13D is being
filed on behalf of each of the undersigned.
<TABLE>
ARIES FINANCIAL SERVICES, INC.
<CAPTION>
<S> <C> <C>
Dated: June 21, 1996
New York, NY By /s/ Dr. Lindsay A. Rosenwald
----------------------------
Dr. Lindsay A. Rosenwald
President
ARIES DOMESTIC FUND, L.P.
By Aries Financial Services, Inc.
General Partner
Dated: June 21, 1996
New York, NY By /s/ Dr. Lindsay A. Rosenwald
----------------------------
Dr. Lindsay A. Rosenwald
President
THE ARIES TRUST
By Aries Financial Services, Inc.
Investment Manager
Dated: June 21, 1996
New York, NY By /s/ Dr. Lindsay A. Rosenwald
----------------------------
Dr. Lindsay A. Rosenwald
President
Dated: June 21, 1996
New York, NY By /s/ Dr. Lindsay A. Rosenwald
-----------------------------
Dr. Lindsay A. Rosenwald
</TABLE>
<PAGE>
EXHIBIT B
The name and principal occupation or employment, which in each
instance is with Aries Financial Services, Inc. ("Aries Financial") located at
375 Park Avenue, Suite 1501, New York, New York, 10152, of each executive
officer and director of Aries Financial is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Dr. Lindsay Rosenwald Chairman of the Board, President of Aries
Financial Services, Inc., Paramount Capital
LLC and Paramount Capital, Inc.
Peter Morgan Kash Director of Aries Financial Services, Inc.
Senior Managing Director, Paramount Capital, Inc.
Dr. Yuichi Iwaki Director of Aries Financial Services, Inc.
Professor, University of Southern California
School of Medicine
Item 2.
During the five years prior to the date hereof, none of the above
persons (to the best of Aries Financial's knowledge) was convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
<PAGE>
EXHIBIT C
The name and principal occupation or employment, which is located at
375 Park Avenue, Suite 1501, New York, New York, 10152, of the General Partner
of Aries Domestic is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Aries Financial Services, Inc. General Partner; Investment Manager
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, the above person (to
the best of Aries Domestic's knowledge) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or
finding any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
<PAGE>
EXHIBIT D
The name and principal occupation or employment, which in each
instance is with The Aries Trust ("Aries Trust") located at 375 Park Avenue,
Suite 1501, New York, New York, 10152, of each executive officer and director
of Aries Trust is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Aries Financial Services, Inc. Investment Manager
MeesPierson (Cayman) Limited Trustee
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, neither of the above
persons (to the best of Aries Trust's knowledge) have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
<PAGE>
PURCHASE AGREEMENT
AGREEMENT dated as of June 13, 1996 by and among ImmunoTherapeutics,
Inc., a Delaware corporation (the "Company"), Dominion Resources, Inc., a
Delaware corporation ("Seller") and The Aries Fund, a Series of the Aries
Trust, a Cayman Island Trust (the "Trust") and The Aries Domestic Fund, L.P.,
a Delaware limited partnership (the "Partnership") (herein the Trust and the
Fund are collectively referred to as the "Purchasers").
WITNESSETH:
WHEREAS, the Seller desires to sell to Purchasers, at a price of $.10 per
share, 4,000,000 shares of the Company's Common Stock (the "Shares"); and
WHEREAS, the Purchasers desire to purchase the Shares upon and
subject to the terms and conditions hereinafter set forth; and
WHEREAS, such shares were purchased by the Seller from the Company
pursuant to a Purchase Agreement dated March 1, 1996 (the "March Purchase
Agreement") (a copy of which is attached hereto as Exhibit "All); and
WHEREAS, the Company has been joined with and made a party to this
Agreement for the purpose of confirming the transfer of the Shares and the
assignment by the Seller to the Purchasers of certain rights (the "Rights")
under the March Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto hereby agree as follows:
l. Purchase and Sale,-of the shares. Subject to the terms and conditions
set forth herein, the Seller hereby agrees to sell and transfer to Purchasers,
and Purchasers hereby agree to purchase from the Seller, in the amounts set
forth on Exhibit "B" hereto, the Shares at the Closing (as such term is
defined in Section 2.1 hereof). The purchase price for the Shares sold
pursuant to this Agreement shall be $.10 per Share, together with the
assignment of the Rights.
2. Closing; Termination.
2.1 Closing. The closing of the purchase and sale of the Shares will
take place at the offices of Purchasers at 375 Park Avenue, Suite 1501, New
York, New York. Such closing (the "Closing") will take place at 11:00 A.M.,
local time, on June 13, 1996. Such Closing may take place at such other time
and place or on such later date as may be mutually agreeable to the parties
hereto. At such Closing, the Seller will deliver to Purchasers certificates
for the Shares purchased as not forth in Section I hereof, against payment of
the purchase price therefor by Purchasers, by wire transfer or certified check
payable to the Seller. The Shares shall be registered in Purchasers, name or
the name of the nominee of Purchasers in such denominations as Purchasers
shall request according to their instructions delivered to the Seller not less
than two (2) days prior to the Closing.
<PAGE>
2.2 Termination. In the event that the transactions contemplated by
this Agreement to take place at or prior to the Closing have not been
consummated by June 29, 1996, this Agreement shall, at the option of
Purchasers, terminate and be of no further force and effect, and any payment
made by Purchasers to Seller shall be refunded to Purchasers by Seller, and
there shall be no further liability on the part of any party hereto except for
breaches of this Agreement prior to the time of such termination.
3. Conditions to the Obligations of Purchasers at the Closing. The
obligation of Purchasers to purchase and pay for the Shares to be purchased by
Purchasers at the Closing is subject to the satisfaction on or prior to June
29, 1996 of the following conditions, satisfaction of which conditions shall
not be deemed waived unless waived in writing by Purchasers:
3.1 Opinion of Counsel to the Company. Purchasers shall have
received from William S. Clarke, P.A., counsel for the Company, its opinion
dated the date of the Closing substantially in the form of Exhibit B hereto.
3.2 Representations And Warranties. All of the representations and
warranties of the Company contained in the March Purchase Agreement shall
continue to be true and correct on the Closing as of the date made.
3.3 Performance of Covenants. All of the covenants and agreements of
the Seller contained in this Agreement and required to be performed on or
prior to the date of the Closing shall have been performed in a manner
reasonably satisfactory in all respects to Purchasers.
3.4 Legal Action. No action or proceeding before any court or
governmental body shall be pending or threatened wherein an unfavorable
judgment, decree or order would prevent the carrying out of this Agreement or
any of the transactions contemplated hereby, declare unlawful the transactions
contemplated by this Agreement or cause such transactions to be rescinded.
3.5 Consent. The Seller and the Company shall have obtained in
writing all consents required to enable each of them to observe and comply
with all of their respective obligations under this Agreement and to
consummate the transactions contemplated hereby.
3.6 Board and committee Representation. The person designated by
Purchasers shall have been elected as a member of the Company's Board of
Directors and William McManus shall have resigned as a Director of the
Company.
3.7 Closing Documents.
(a) The Company shall have delivered to Purchasers a
certificate executed by the President of the Company dated the date of the
Closing stating that the conditions set forth in Sections 3.2 through 3.6
hereof as applicable to the Company have been satisfied, and
(b) the Seller shall have delivered to Purchasers a certificate
executed by the President of the Seller dated the date of the Closing stating
that the conditions set forth in Sections 3.2 through 3.6 hereof am applicable
to the Sellers have been satisfied, and
(c) Purchasers shall have received such certificates,
assignments of the Rights, other documents and instruments as Purchasers may
reasonably request in connection with, and to effect, the
<PAGE>
transactions contemplated by this Agreement.
3.8 Proceedings. All corporate and other proceedings taken or to be
taken in connection with the transactions contemplated hereby to be
consummated at the Closing and all documents incident thereto shall be
reasonably satisfactory in form and substance to Purchasers.
3.9 Redemption of Rights. The Board of Directors shall redeem prior
to the Closing all of the Company' a outstanding rights pursuant to Section
24(a)(i) of the Rights Agreement dated as of September 23, 1994 between the
Company and American Stock Transfer and Trust Company.
4 . Conditions to the Obligations of the Seller, at the Closing. The
obligation of the Seller to sell the Shares to Purchasers as set forth herein
at the Closing is subject to the satisfaction on or prior to the date of the
Closing of the following conditions, any of which may be waived by the
Company:
4.1 Representations and Warranties. The representations and
warranties of Purchasers contained in this Agreement shall be true and correct
at and as of the date of the Closing with the same effect as if made on the
date of the Closing, except to the extent of changes caused by the
transactions contemplated hereby.
4.2 Legal Action. No action or proceeding before any court or
governmental body shall be pending or threatened wherein an unfavorable
judgment, decree or order would prevent the carrying out of this Agreement or
any of the transactions contemplated hereby, declare unlawful the transactions
contemplated by this Agreement or cause such transactions to be rescinded.
4.3 Proceedings. All proceedings taken or to be taken by Purchasers
in connection with the transactions contemplated hereby shall be reasonably
satisfactory in form and substance to the Company.
5. Conditions to the Obligations of the Company at the Closing. The obligation
of the Company to fulfill the conditions to the Closing at the Closing is
subject to the satisfaction on or prior to the date of the Closing of the
following conditions, any of which may be waived by the Company:
5.1 Representations and Warranties. The representations and
warranties of Purchasers contained in this Agreement shall be true and correct
at and as of the date of the Closing with the same effect au if made on the
date of the Closing, except to the extent of changes caused by the
transactions contemplated hereby.
5.2 Performance of Covenants. All of the covenants and agreements of
the Purchasers and the Seller contained in this Agreement and required to be
performed an or prior to the date of the Closing shall have been performed in
a manner reasonably satisfactory in all respects to the Company.
5.3 Board and Committee Representation. The person designated by
Purchasers shall have been elected as a member of the Company's Board of
Directors and William McManus shall have resigned as a Director of the
Company.
5.4 Legal Action. No action or proceeding before any court or
governmental body shall be pending or threatened wherein an unfavorable
judgment, decree or order would prevent the carrying out
<PAGE>
of this Agreement or any of the transactions contemplated hereby, declare
unlawful the transactions contemplated by this Agreement or cause such
transactions to be rescinded.
5.5 Proceedings. All proceedings taken or to be taken by Purchasers
in connection with the transactions contemplated hereby to be consummated at
the Closing and all documents incident thereto shall be reasonably
satisfactory in form and substance to the Company.
6. Representation and Warranties of the Seller. The Seller hereby
represents and warrants to Purchasers au follows:
6.1 Organization of Seller. The Seller is duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its
incorporation.
6.2 Authorization. The Seller has full corporate power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Seller, enforceable in accordance with its terms and conditions. The
Seller need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency
in order to consummate the transactions contemplated by this Agreement.
6.3 Non-Contravention. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will (a) violate any provision of Seller's charter or by-laws, or (b) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Seller is a party or by
which it is bound or to which any of its assets is subject.
6.4 Brokers' Fees. The Seller has no liability or obligation to pay
any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this agreement for which the Purchasers could
become liable or obligated.
6.5 Shares. The Seller holds of record and owns -beneficially the
Shares, free and clear of any restrictions on transfer (other than any
restrictions under the Securities Act and state securities laws), taxes,
security interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands. The Seller is not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or otherwise dispose of any capital
stock of the Company (other than this Agreement) . The Seller is not a party
to any voting trust, proxy, or other agreement or understanding with respect
to the voting of any capital stock of the Company. All of the Shares are
validly issued, fully paid and non-assessable.
7. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Purchasers as follows:
7.1 Organization of the Company. The Company is duly organized,
validly existing, and in good standing under the laws of the jurisdiction of
its incorporation.
<PAGE>
7.2 Authorization. The Company has full corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the company, enforceable in accordance with its terms and conditions.
The Company need not give any notice to, make any filing with, or obtain
any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this Agreement.
7.3 Non-Contravention. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will (a) violate any provision of the Company's charter to by-laws, or (b)
conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which the Company is a party or
by which it is bound or to which any of its assets is subject.
7.4 March Purchase Agreement. All of the representations and
warranties of the company contained in Section 6 of the March Purchase
Agreement are true and correct on the date of this Agreement.
7.5 Assignment of Rights. The Rights assigned and transferred by
Seller to the Purchasers pursuant to this Agreement will be, upon consummation
with the Closing, enforceable against the Company by the Purchasers as
assignee of Seller after the date of the Closing in accordance with the terms
thereof.
a. Representations and Warranties of the Purchasers. The Purchasers
jointly and severally represent and warrant to Seller and the Company as
follows:
8.1 Organization of the Purchasers. Each of the Purchasers are
entities duly organized or created, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation.
8.2 Authorization. Each of the Purchasers has full corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of each of the Purchasers, enforceable in accordance with
its terms and conditions. Each of the Purchasers need not give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the transactions
contemplated by this Agreement.
8.3 Non-Contravention. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will (a) violate any provision of either of Purchasers' organizational
documents (which includes all documents pursuant to which Purchasers were
organized or created), or (b) conflict with, result in a beach of, constitute
a default under, result in the acceleration of, crate in any party the right
to accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
either of Purchasers is a party or by which either is bound or to which any of
its assets is subject.
8.4 Brokers' Fees. Neither of the Purchasers has any liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which Seller
could become liable or obligated.
<PAGE>
8.5 Investment. Purchasers are not acquiring the Shares with a view
to or for sale in connection with any distribution thereof within the meaning
of the Securities Act of 1933. Each of Purchasers is acquiring the Shares to
be purchased by it for its own account, beneficially and not as a nominee for
or for the account of any other person.
9. Covenants of the Seller. The Seller covenants and agrees with
Purchasers and the Company as follows:
9.1 Assignment of Rights. Concurrently with and subject to
consummation of the Closing, the Seller has assigned to the Purchasers the
following Rights under the March Purchase Agreement: (i) all rights of
Dominion to the performance of those obligations of the Company set forth in
Section 8 of the March Purchase Agreement, (ii) all rights of Dominion, if
any, to enforce any claims of Dominion against the Company for breach of any
representation or warranty against the Company set forth in Section 6 of the
March Purchase Agreement, and (iii) the rights, as a holder of Securities
under Section 9 of the March Purchase Agreement, to registration of the shares
under the Securities Act of 1933, as amended.
10. Covenants of the Company. The Company covenants and agrees with
the Seller and the Purchasers as follows:
10.1 Consent to Assignment of the Rights. The Company herewith
consents to the assignment of the Rights and agrees that such Rights shall be
enforceable by the Purchasers as set forth in Section 9.1 hereof.
11. Miscellaneous.
11.1 Survival of Representations, warranties and Covenants. All
representations, warranties, covenants and agreements contained in this
Agreement, or in any document, exhibit, schedule or certificate by any party
delivered in connection herewith shall survive the execution and delivery of
this Agreement and the date of each Closing and the consummation of the
transactions contemplated hereby, regardless of any investigation made by any
party or on its behalf, provided that, such representations and warranties
shall survive until December 31, 1996.
11.2 Expenses. The Seller agrees to pay, and save Purchasers
harmless against liability for the payment of (a) fees and expenses
(including, without limitation, attorneys' fees) incurred with respect to any
amendments or waivers (whether or not the same shall become effective) under
or with respect to this Agreement and the transactions contemplated hereby,
(b) stamp and other taxes which may be payable in respect of the execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby including the issuance, delivery and acquisition of the
Shares, and (c) fees and expenses (including, without limitation, reasonable
attorneys' fees) incurred in respect of the enforcement of the rights granted
under this Agreement and the transactions contemplated hereby.
11.3 Amendments and Waivers. This Agreement and all exhibits and
schedules hereto set forth the entire agreement and understanding among the
parties as to the subject matter hereof and merges and supersedes all prior
discussions, agreements and understandings of any and every nature among them.
This Agreement may be amended, the Company may take any action herein
prohibited or omit to take any action herein required to be performed by it,
and any breach of any covenant, agreement, warranty or representation may be
waived, only if the Company has obtained the written consent or waiver of (a)
Purchasers, if the amendment, action, omission or waiver is one which affects
their rights or obligations under this Agreement and (b) the holders of 51% of
the Shares then
<PAGE>
outstanding if the amendment, action, omission or waiver is one which affects
their rights or obligations under this Agreement. No course of dealing between
or among any persons having any interest in this Agreement will be deemed
effective to modify, amend or discharge any part of this Agreement or any
rights or obligations of any person under or by reason of this Agreement.
11.4 Successors and Assigns. This Agreement may not be assigned by
the Company except with the prior written consent of the holders of 51% of the
Shares then outstanding. This Agreement shall be binding upon and inure to the
benefit of each of the Company and Seller and their respective permitted
successors and assigns and Purchasers and their successors and assigns. The
provisions hereof which are for Purchasers, benefit as purchasers or holders
of the Shares, are also for the benefit of, and enforceable by, any subsequent
holder of such Shares.
<PAGE>
11.5 Notices. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given personally or when
mailed by certified or registered mail, return receipt requested and postage
prepaid, and addressed to the addresses of the respective parties set forth
below or to such changed addresses as such parties may have fixed by notice;
provided, however, that any notice of change of address shall be effective
only upon receipt:
To the Purchasers:
Aries Financial Services, inc.
375 Park Avenue - Suite 1501
New York, New York 10152
With a Copy to:
David Walner, Esquire
375 Park Avenue - Suite 1501
New York, New York 10152
To the Company:
ImmunoTherapeutics, Inc.
3233 Fifteenth Street South
Fango, North Dakota 58104
Attention: Dr. Gerald Vesica
With a Copy to:
William S. Clarke, P.A.
5 Independence way
Princeton, New Jersey 08540
To the Seller:
Dominion Resources, inc.
The Abbey
355 Madison Avenue
Morristown, New Jersey 07960
With a Copy to:
William E. McManus, III, Esquire Spencer's Corner
90 Main Street - Suite 211
Centerbrook, Connecticut 06409-1058
11.6 Governing Law. The validity, performance, construction and
effect of this Agreement shall be governed by the internal laws of the State
of New Jersey without giving effect to principles of conflicts of law.
11. 7 Counterparts. This Agreement may be executed in any number of
counterparts and, notwithstanding that any of the parties did not execute the
same counterpart, each of such counterparts shall, for all purposes, be deemed
an original, and all such counterparts shall constitute one and the same
instrument binding on all of the parties thereto.
<PAGE>
11.8 Headings. The headings of the Sections hereof are inserted as a
matter of convenience and for reference only and in no way define, limit or
describe the scope of this Agreement or the meaning of any provision hereof.
11.9 Severability. In the event that any provision of this Agreement
or the application of any provision hereof is declared to be illegal, invalid
or otherwise unenforceable by a court of competent jurisdiction, the remainder
of this Agreement shall not be affected except to the extent necessary to
delete such illegal, invalid or unenforceable provision unless the provision
held invalid shall substantially impair the benefit of the remaining portion
of this Agreement.
<PAGE>
EXHIBIT "B"
The ARIES Fund, 3,000,000
A Series of the ARIES TRUST
The Aries Domestic Fund, L.P. 1,000,000
<PAGE>
Exhibit F
June 12, 1996
VIA FACSIMILE
Dr. Gerald Vosika
ImmunoTherapeutics, Inc.
3233 Fifteenth Street South
Fargo, North Dakota 58104
Re: Letter Agreement
This letter agreement sets forth the understanding among
ImmunoTherapeutics, Inc., a Delaware corporation (the "Company"), the Aries
Fund, a Series of the Aries Trust, a Cayman Island Trust (the "Trust") and the
Aries Domestic Fund, L.P., a Delaware limited partnership (the "Partnership",
and collectively with the Trust, the "Fund") with respect to the purchase of
5,000,000 shares of common stock of ImmunoTherapeutics, Inc. by the Fund from
ImmunoTherapeutics, Inc. which such purchase remains subject to execution of
definitive transaction agreements:
Purchasers: 3,750,000 shares - The Aries Fund, a Series of
the Aries Trust, a Cayman Island Trust (the
"Trust")
1,250,000 shares - The Aries Domestic Fund,
L.P., a Delaware limited partnership (the
"Partnership")
(Allocation of the 5,000,000 subject to
adjustment prior to Closing)
Price: $.20 per share
Stock Purchase
Agreement: Representations, warranties, covenants and
other agreements substantially as set forth in
the Purchase Agreement between
ImmunoTherapeutics, Inc. and Dominion
Resources, Inc. dated March 1, 1996
Poison Pill: The Company agrees to waive triggering of the
Company's Shareholder Rights Plan ("poison
pill") and/or to redeem the outstanding rights
so that the acquisition of shares by the Fund
will not trigger the Plan and will use best
efforts to take all actions to effect the
same. Satisfactory documentation will be
provided to Purchasers evidencing that such
action has been taken.
<PAGE>
Page 2
Dr. Gerald Vosika
June 12, 1996
Board Member: The Fund will have the right to designate a
member of the Company's Board of Directors.
Steve H. Kanzer will be the Fund's initial
Board designee and will receive as
consideration for his services, options,
exercisable for a period of 10 years from the
date of issuance, from ImmunoTherapeutics
covering 200,000 shares with an exercise price
of $.20 per share (the "Director Options").
Dominion Resources, Inc. will relinquish all
rights to a Board seat and to appoint any
representatives to the Board.
Board Approval/
Best Efforts: The Company hereby represents that this
agreement has been approved by the Company's
Board of Directors. The Company will use best
efforts to take all necessary action to effect
the foregoing terms including
redemption/waiver of the poison pill, the
granting of the Director Options, the
appointment of Steve Kanzer to the Board of
Directors and making any necessary corporate
changes or obtaining any required corporate or
governmental approvals necessary to effect the
foregoing.
The parties intend execution of a definitive Stock Purchase
Agreement on or before June 21, 1996. This letter agreement is intended to be
binding upon the parties. If the foregoing accurately reflects your
understanding of the principal terms pursuant to which the Fund will acquire
the above referenced shares, please so indicate by signing and acknowledging
this letter agreement on the space provided below and returning a facsimile
copy of this letter to me at (212) 832-4389.
Sincerely,
Wayne L. Rubin
AGREED TO AND ACCEPTED AS OF
THE DATE FIRST WRITTEN ABOVE:
IMMUNOTHERAPEUTICS, INC.
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By: Gerald Vosika, Chairman
