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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
December 18, 2000
Date of Report (Date of earliest event reported)
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NEOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 000-28782 93-0979187
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
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157 TECHNOLOGY DRIVE 92618
IRVINE, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(949) 788-6700
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On December 18, 2000, NeoTherapeutics, Inc. ("NeoTherapeutics") and NeoGene
Technologies, Inc. ("NeoGene"), a subsidiary of NeoTherapeutics, entered into a
Securities Purchase Agreement with an institutional investor for the issuance
and sale of preferred stock and warrants for aggregate consideration of
$2,000,025 (the "Purchase Agreement"). Pursuant to the Purchase Agreement,
NeoGene issued and sold to the investor a total of 44,445 shares of its Series B
Convertible Preferred Stock, no par value per share (the "Series B Preferred"),
at a purchase price of $45 per share, and issued a five-year warrant to purchase
a total of 9,387 shares of NeoGene common stock, no par value per share (the
"NeoGene Common Stock") at an exercise price of $45 per share. The Series B
Preferred is convertible into shares of NeoGene Common Stock on a one-to-one
basis, subject to certain antidilution adjustments, and automatically converts
upon the earlier to occur of December 18, 2005 or the closing of a public
offering of NeoGene Common Stock meeting certain criteria.
In addition, NeoTherapeutics issued to the investor a five-year warrant to
purchase an aggregate of 30,000 shares of its common stock, par value $.001 per
share (the "NeoTherapeutics Common Stock"), at an exercise price of $6.10 per
share. NeoTherapeutics also granted an exchange right to the investor which will
allow the investor to exchange its shares of Series B Preferred for preferred
stock of NeoTherapeutics. The exchange right grants the investor the right, at
its option, at any time and from time to time after June 18, 2001, to exchange
all or a portion of the Series B Preferred shares then held by the investor for
a number of shares of NeoTherapeutics' to be designated convertible preferred
stock, $.001 par value per share (the "NeoTherapeutics Preferred Stock"), equal
to (i) the aggregate liquidation preference of the Series B Preferred shares
surrendered for exchange plus any accrued but unpaid dividends thereon, divided
by (ii) the stated value per share of the NeoTherapeutics Preferred Stock. The
NeoTherapeutics Preferred Stock will be convertible into shares of
NeoTherapeutics Common Stock at a conversion price equal to the lesser of (i)
150% of the average of the closing bid prices of the NeoTherapeutics Common
Stock for the five trading days immediately preceding the first date of issuance
of any shares of NeoTherapeutics Preferred Stock, as reported by The Nasdaq
Stock Market, and (ii) 101% of the average of the lowest seven closing bid
prices of the NeoTherapeutics Common Stock, as reported by The Nasdaq Stock
Market, during the thirty trading days immediately preceding the conversion.
In connection with this financing, NeoTherapeutics paid a finder's fee to an
unrelated third party consisting of cash and warrants to purchase common stock
of NeoTherapeutics.
ITEM 7. EXHIBITS
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Exhibits:
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4.1 Securities Purchase Agreement dated as of December 18, 2000, by and
among Registrant, NeoGene Technologies, Inc. and Societe Generale.
4.2 Certificate of Determination of NeoGene Technologies, Inc.
4.3 Registration Rights Agreement dated as of December 18, 2000, by and
between NeoGene Technologies, Inc. and Societe Generale.
4.4 Registration Rights Agreement dated as of December 18, 2000, by and
between Registrant and Societe Generale.
4.5 Warrant issued by NeoGene Technologies, Inc., to Societe Generale,
dated as of December 18, 2000.
4.6 Warrant issued by Registrant to Societe Generale, dated as of
December 18, 2000.
4.7 Form of Registrant Terms of Preferred.
99.1 Press Release dated December 20, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEOTHERAPEUTICS, INC.
Date: December 28, 2000 By: /s/ SAMUEL GULKO
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Name: Samuel Gulko
Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibits:
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4.1 Securities Purchase Agreement dated as of December 18, 2000, by and
among Registrant, NeoGene Technologies, Inc. and Societe Generale.
4.2 Certificate of Determination of NeoGene Technologies, Inc.
4.3 Registration Rights Agreement dated as of December 18, 2000, by and
between NeoGene Technologies, Inc. and Societe Generale.
4.4 Registration Rights Agreement dated as of December 18, 2000, by and
between Registrant and Societe Generale.
4.5 Warrant issued by NeoGene Technologies, Inc., to Societe Generale,
dated as of December 18, 2000.
4.6 Warrant issued by Registrant to Societe Generale, dated as of
December 18, 2000.
4.7 Form of Registrant Terms of Preferred.
99.1 Press Release dated December 20, 2000.
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