United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 21, 1998
Endorex Corp.
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(Exact name of registrant as specified in charter)
Delaware 0-11572 41-1505029
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification)
900 North Shore Drive, Lake Bluff, IL 60044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847)604-7555
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Former Name or Former Address, if changed since last report.
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Item 5. Other Events
As reported by the Company on Form 8-K filed with the U.S. Securities
and Exchange Commission on January 6, 1998, the Company executed a
binding letter of intent on December 31, 1997 with Elan Corporation,
plc, for the exclusive research, development and commercialization of
oral and mucosal prophylactic and therapeutic vaccines. The closing
of the transactions contemplated by the letter of intent occurred as
of January 21, 1998.
At the time of closing, Endorex issued to Elan International
Services, Ltd. (i) 307,692 shares of Endorex common stock and a
six-year warrant to purchase an additional 230,777 shares of Endorex
common stock at an exercise price of $10.00 per share for an aggregate
purchase price of $2,000,000. In addition, Elan International
Services, Ltd. purchased $8.01 million of Endorex Series B
Convertible Preferred Stock, which is convertible into Endorex
common stock at a price of $7.50 per share. The Series B
Convertible Preferred Stock pays an 8% annual in-kind dividend.
As previously reported, the project will be conducted in a joint
venture company that is initially owned 80.1% by Endorex and 19.9%
by Elan. The new company has licensed certain technology from Elan
and certain other technology from Orasomal, a subsidiary of Endorex.
Endorex has invested $8.01 million in the joint venture and Elan
has invested $1.99 million.
Elan received an initial $10 million license payment from the joint
venture, and may receive future milestones and royalties based on the
joint venture's performance. As a result, the joint venture will
record an expense in the first quarter of 1998 for the initial
license fee paid to Elan. Endorex will consolidate its $8.01
million share of that expense and will simultaneously record Elan's
purchase of $8.01 million of Endorex Series B Convertible Preferred
Stock.
For additional information, please see the attached press release.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements
The Company has determined that no financial statements are required
to be filed pursuant to this item.
(b) Pro Forma Financial Information
The Company has determined that no pro forma financial statements are
required to be filed pursuant to this item.
(c) Exhibits
99.1 Press Release.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENDOREX CORP.
/s/ Michael S. Rosen
President and CEO
/s/ David G. Franckowiak
Vice President, Finance and Admin.
(principal financial officer)
<PAGE>
EXHIBIT 99.1
Endorex Corp. Finalizes $10 Million Vaccine Joint Venture with Elan
Chicago, Illinois, January 27, 1998 -- Endorex Corp. (OTC: ENDR) said
today that it has finalized its previously announced joint venture with
Elan Corporation, plc (NYSE: ELN) for the exclusive research,
development and commercialization of oral and mucosal prophylactic and
therapeutic vaccines.
The joint venture combines novel existing and future delivery systems
of the two companies for the development of human vaccines, a
$4 billion market which is projected to increase to $7 billion by
2001, as well as for the growing veterinary vaccine market.
"We are pleased to be able to close this important transaction so
quickly," said Michael S. Rosen, President and Chief Executive
Officer of Endorex, "and believe it is an indication of the strong
commitment both parties feel about starting this partnership."
The new entity, expected to be officially named shortly, is
licensing on an exclusive basis Elan's drug delivery inventions,
intellectual property, and existing and future patents relating to
oral and mucosal delivery technologies for therapeutic and
prophylactic vaccines for humans and animals.
Elan Purchases $10.01 Million in Endorex Stock
Endorex and Elan have contributed a total of $10 million in capital
to the joint venture, which is initially owned 80.1% by Endorex
and 19.9% by Elan. Additionally, Elan has purchased $10.01 million
in Endorex equity, of which $2 million is 307,692 shares of Endorex
common stock at $6.50 per share, and the remaining $8.01 million is
Endorex preferred stock convertible into common stock at $7.50 per
share. Additionally, Endorex has issued to Elan a warrant to
purchase 230,777 shares of common stock, exercisable at $10.00 per
share. Elan and Endorex will each contribute equally towards
funding R&D activities in the first year, and will thereafter fund
future joint venture expenditures in proportion to their respective
ownership levels.
Elan received an initial $10 million license payment from the new
joint venture, and may receive future milestones and royalties based
on the joint venture's performance. Orasomal may also receive
milestones and royalties for the license of the Orasometm technology
based on the joint venture's performance. As a result, the joint
venture will record an expense in the first quarter of 1998 for the
initial license fee paid to Elan. Endorex will consolidate its $8.01
million share of the expense and will simultaneously record Elan's
purchase of the $8.01 million convertible preferred stock.
About Endorex
Endorex Corp. is a development stage biotechnology company involved
in oral drug delivery and cancer therapy. Orasomal Technologies, Inc.,
Endorex's oral delivery subsidiary, licensed technology from
Massachusetts Institute of Technology (MIT) that is being developed to
deliver vaccines, proteins and peptides. Wisconsin Genetics, Inc.
(WGI), Endorex's second subsidiary, is starting Phase II clinical
trials for novel cancer therapy based on monoterpenes. Endorex is
presently developing two drugs for cancer and infectious disease: an
immunomodulator and an immuno-adjuvant for vaccines.
The statements made in this press release contain certain
forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, that involve a number of
known and unknown risks and uncertainties. Such statements are only
predictions and actual events or results in future periods may differ
materially from what is currently anticipated. In addition to the
matters described in this press release, risk factors as described
from time to time in Endorex's filings with the Securities and Exchange
Commission, including but not limited to, its most recent reports on
Form 10-QSB and Form 10-KSB, may affect the results achieved by Endorex.
The Company assumes no obligation to update the information in this
release.
Note to Investors and Editors: Endorex's press releases are available
on the Internet at: http://www.endorex.com
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