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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: November 17, 1995
(Date of earliest event reported)
LIDAK PHARMACEUTICALS
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-18734 33-0314804
(Commission File Number) (IRS Employer
Identification No.)
11077 North Torrey Pines Road, La Jolla, California 92037
(Address of principal executive offices) (Zip code)
(619) 558-0364
(Registrants telephone number, including area code)
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Item 5. OTHER EVENTS
The registrant incorporates by reference herein the
press release dated November 17, 1995, attached hereto as
Exhibit 99.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(i) Exhibit 99
Press Release dated November 17, 1995
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
LIDAK PHARMACEUTICALS
Date: November 17, 1995 By:\s\Michael H. Lorber
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Vice President/CFO & Secretary
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EXHIBIT 99
LIDAK PHARMACEUTICALS
11077 North Torrey Pines Road
La Jolla, California 92037
NEWS RELEASE
DATE: NOVEMBER 17, 1995 CONTACT: Michael H. Lorber
Vice President/CFO
RELEASE DATE: IMMEDIATE LIDAK Pharmaceuticals
(619) 558-0364
Lisa Dawn Katz
Investor Relations
Administrator
LIDAK Pharmaceuticals
(619) 558-0364
LIDAK PHARMACEUTICALS COMPLETES FIRST STAGE OF PLANNED
15.0 MILLION DOLLAR FINANCING
LA JOLLA, CALIFORNIA -- November 17, 1995 -- LIDAK Pharmaceuticals
(Nasdaq NNM: LDAKA) has completed the first of a planned two stage
financing aimedtoward raising total gross proceeds of approximately
$15.0 million. In the just completed first stage, which resulted in
proceeds of $9.0 million, the Company sold a combination of $1.5 million
in Class A common stock and $7.5 million of two-year convertible notes to
two institutional investors pursuant to Regulation D of the Securities Act
of 1933. The second stage of this private financing is planned to involve
solely the issuance of convertible notes worth up to an additional
$6.0 million to other institutional investors.
The final price per share of Class A common stock to be issued
upon conversion of the $13.5 million worth of notes will be determined at
the time of optional future conversions. The per share price of the
common stock upon conversion will be set according to the average daily
closing price of the Company's common stock during the seven trading
days immediately prior to the conversion dates.
In making the announcement, Dr. David H. Katz, President and CEO said,
"We are very pleased to be able to significantly augment our cash position
at this time under a conversion pricing structure which provides the
Company and its shareholders with two important benefits. First, it
provides immediately available cash resources which, when the second
stage is completed, will bring the Company's total cash reserves to
approximately $25 million. This positions us to proceed with additional
clinical trials on other promising indications for therapeutic applications
of LIDAKOL TM, and to actively broaden our future drug portfolio."
"Second, this structure potentially limits shareholder dilution
by deferring the conversion price to future dates. In the event that the
Company achieves positive outcomes in several important near-term corporate
and clinical development activities, and these outcomes result in an
increase in our stock value, for which no assurances can be made, the
notes will be convertible into fewer shares at a higher price per share,"
Katz added.
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November 17, 1995
LIDAK PHARMACEUTICALS COMPLETES FIRST STAGE OF PLANNED
15.0 MILLION DOLLAR FINANCING
PAGE 2
"In addition, completing a financing at this time avoids the
potential risks that adverse changes in market and economic conditions
could eliminate favorable opportunities to raise capital in the future,"
Katz concluded.
LIDAK Pharmaceuticals is developing therapeutic products against
virally caused diseases, inflammatory disorders and cancer. The Company's
primary focus is on the commercialization of n-docosanol 10% cream (LIDAKOLTM)
as a treatment for herpes and other indications. LIDAK is currently
conducting Phase 3 clinical trials in the U.S. and Canada with topical
LIDAKOLTM for the treatment of oral herpes. LIDAK is also developing
its Large Multivalent Immunogen (LMI) technology for potential new therapies
against cancer and viral diseases.
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The information contained in the press release should be reviewed in
conjunction with the Company's Annual Report on Form 10-K and other publicly
available information regarding the Company, copies of which are available
from the Company upon request.
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