SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
Endorex Corporation (f/k/a ImmunoTherapeutics, Inc.)
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
452916 40 6
(CUSIP Number)
Paramount Capital Asset Management, Inc.
c/o Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
with a copy to:
David R. Walner, Esq.
Paramount Capital Asset Management, Inc.
787 Seventh Avenue
New York, NY 10019
(212) 554-4372
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 7, 1997
(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:
|_|
<PAGE>
CUSIP NO. [452916406] 13D PAGE 2 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paramount Capital Asset Management, 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
ITEM 2(d) or 2(e)
|_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF ----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,554,666
OWNED BY ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,554,666
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,666
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
CUSIP NO. [452916406] 13D PAGE 3 OF 13 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 below)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
|_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 474,621
OWNED BY ---------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ---------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
474,621
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,621
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
CUSIP NO. [452916406] 13D PAGE 4 OF 13 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Fund, A Cayman Island Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)|_| (b)|_|
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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
ITEM 2(d) or 2(e)
|_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF ----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,080,045
OWNED BY ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,080,045
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,080,045
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
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<PAGE>
CUSIP NO. [452916406] 13D PAGE 5 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald, M.D.
- --------------------------------------------------------------------------------
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
ITEM 2(d) or 2(e)
|_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF ----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,554,666
OWNED BY ----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ----------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,554,666
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,666
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
Item 1. Security and Issuer.
(a) Common Stock, $.001 par value ("Shares")
Endorex Corporation (f/k/a ImmunoTherapeutics, Inc.)
(the "Issuer")
900 North Shore Blvd.
Lake Bluff, IL 60044
(847) 604-7555
Item 2. Identity and Background.
Names of Persons Filing:
(a) This statement is filed on behalf of Paramount Capital Asset
Management, Inc. ("Paramount Capital "), Aries Domestic
Fund, L.P. ("Aries Domestic"), The Aries Fund, A Cayman
Island Trust ("Aries Trust") and Lindsay A. Rosenwald, M.D.
("Dr. 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) The business address of Paramount Capital, Aries Domestic
and Dr. Rosenwald is 787 Seventh Avenue, New York, New York,
10019. 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 is the sole shareholder of Paramount
Capital,/1/ a Subchapter S corporation
- --------
/1/ Please see attached Exhibit B indicating the executive
officers and directors of Paramount Capital 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.
6
<PAGE>
incorporated in Delaware. Paramount Capital is the General
Partner of Aries Domestic,/2/ a limited partnership
incorporated in Delaware and is the Investment Manager to
Aries Trust,/3/ a Cayman Islands Trust.
(d) Dr. Rosenwald, Paramount Capital, Aries Domestic and Aries
Trust and 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, Paramount Capital, 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 mandat-
ing 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.
Since the date of Amendment No. 2 to the Original Statement on
Schedule 13-D ("Amendment No. 2"), filed on October 28, 1996,
Aries Domestic used its general funds to extend a line of
Credit to the Issuer in the amount of $175,000 for which Aries
Domestic received 23,334 warrants to purchase shares of Common
Stock of the Issuer and the Aries Trust used its general funds
to extend a line of Credit to the Issuer in the amount of
$625,000 for which the Aries Trust received 43,334 warrants to
purchase shares of Common Stock of the Issuer. In addition, in
a private placement of the Issuers securities, on July 16,
1997, Aries Domestic used its general funds to purchase
294,054 shares of Common Stock of the Issuer for an aggregate
purchase price of $680,000 and the Aries Trust used its
general funds to purchase 570,811 shares of Common Stock of
the Issuer for an aggregate purchase price of $1,320,000.
Item 4. Purpose of Transaction.
The Reporting Parties acquired shares of Common Stock of the
Issuer as an investment in the Issuer.
Although the Reporting Parties have not formulated any
definitive plans, they 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 July 16, 1997, Dr. Rosenwald and Paramount
Capital, through acquisi- tion of the shares by
the Aries Trust and Aries Domestic, beneficially
- --------
/2/ Please see attached Exhibit C indicating the general partner of Aries
Domestic and the general partner's 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 the investment manager's 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.
7
<PAGE>
owned 1,554,666 shares or 79.6% of the Issuer's securities and Aries
Domestic and the Aries Trust beneficially owned as follows:
Amount Owned
------------
Aries Domestic 474,621 Shares
Aries Trust 1,080,045 Shares
(b) Dr. Rosenwald and Paramount Capital 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.
(c) No open market transactions were made by Aries
Domestic and the Aries Trust in the past 60 days.
Other than as set forth herein the Reporting Parties
have not engaged in any transactions in the Common
Stock of the Issuer during the past 60 days.
(d) & (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
Paramount Capital 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, Paramount Capital receives
certain management fees and performance allocations from the
Aries Trust and Aries Domestic. Dr. Rosenwald is the President
and sole shareholder of Paramount Capital. Mr. Steve Kanzer, a
Senior Managing Director of the Placement Agent (as defined
below), joined the Board of Directors of the Issuer in
connection with the initial investment by Aries Domestic and
the Aries Trust in June 1996 and receives compensation for
such services. Paramount Capital, Inc., (the "Placement
Agent") an NASD member broker dealer and an affiliate of Aries
Domestic and the Aries Trust has acted as Placement Agent for
the Issuer and will receive certain fees for such services.
Except as indicated in this 13D and exhibits, there is no
contract, arrangement, understanding or relationship between
the Reporting Parties and any other person, with respect to
any securities of the Issuer.
Item 7. Material to be Filed as Exhibits:
Exhibit A - Copy of an Agreement between Dr. Rosenwald, Paramount
Capital, 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 Paramount
Capital and information called for by Items 2-6 of this
statement relating to said officers and directors.
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 directors.
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.
8
<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.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: August 10, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By Paramount Capital Asset Management, Inc.
General Partner
Dated: August 10, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By Paramount Capital Asset Management, Inc.
Investment Manager
Dated: August 10, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: August 10, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
9
<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 undersig-ned's ownership of securities of
ImmunoTherapeutics, Inc. and hereby affirm that such Schedule 13D is being filed
on behalf of each of the undersigned.
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
Dated: August 10, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By Paramount Capital Asset Management, Inc.
General Partner
Dated: August 10, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By Paramount Capital Asset Management, Inc.
Investment Manager
Dated: August 10, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
President
Dated: August 10, 1997
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
------------------------------
Lindsay A. Rosenwald, M.D.
10
<PAGE>
EXHIBIT B
The name and principal occupation or employment, which in each instance
is with Paramount Capital Asset Management, Inc. ("Paramount Capital") located
at 787 Seventh Avenue, New York, New York, 10019, of each executive officer and
director of Paramount Capital is as follows:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- -------------
<S> <C>
Lindsay A. Rosenwald, M.D. Chairman of the Board, President of
Paramount Capital Asset Management, Inc.,
Paramount Capital Investments LLC and
Paramount Capital, Inc.
Peter Morgan Kash Director of Paramount Capital Asset
Management, Inc., Senior Managing Director,
Paramount Capital, Inc.
Dr. Yuichi Iwaki Director of Paramount Capital Asset
Management, Inc., Professor, University of
Southern California School of Medicine
</TABLE>
Item 2.
During the five years prior to the date hereof, none of the above
persons (to the best of Paramount Capital'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.
11
<PAGE>
EXHIBIT C
The name and principal occupation or employment, which is located at
787 Seventh Avenue, New York, New York, 10019, of the General Partner of Aries
Domestic is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Paramount Capital Asset Management, Inc. General Partner
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.
12
<PAGE>
EXHIBIT D
The name and principal occupation or employment, which in the case of
Paramount Capital Asset Management, Inc. is located at 787 Seventh Avenue, 44th
Floor, New York, New York, 10019, of each executive officer and director of
Aries Trust is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Paramount Capital Asset Management, Inc. Investment Manager
MeesPierson (Cayman) Limited Trustee
P.O. Box 2003
British American Centre
Phase 3, Dr. Roy's Drive
George Town, Grand Cayman
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.
13
