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: January 12, 1996
(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)
<PAGE>
Item 5. OTHER EVENTS
The registrant recently completed the second stage of a
two-stage private placement financing that raised gross proceeds
of $15 million consisting of the sale of $1.5 million in Class A
Common Stock and the aggregate of $13.5 million ($6.0 million and
$7.5 million) of Convertible Notes ("Notes"). The Notes are
convertible into a maximum of 5,513,018 shares of the Company's
Class A Common Stock, at the option of the holders, at a price
equal to 80% of the average closing bid price for the Class A
Common Stock for the seven trading days prior to the date of
conversion. The conversion schedule with respect to $10.5
million of the principal amount of the Notes is as follows: One-
third may be converted 15 days, 45 days and 65 days,
respectively, after the effective date of the Registration
Statement No. 33-64983 on Form S-3 ("Registration Statement")
covering such shares. The conversion schedule with respect to
$3.0 million of the principal amount of the Notes is as follows:
One-third may be converted 30 days, 60 days and 90 days,
respectively, after the effective date of the Registration
Statement. The Company anticipates the Registration Statement to
be effective on or around January 25, 1996. In the event that
shares of Class A Common Stock cannot be issued upon request for
conversion due to the maximum share limitation, the Company is
immediately obligated to repay the Note holders, in lieu of
conversion, the principal of that portion of the Notes which
cannot be converted plus a premium equal to 25% of such principal
amount plus any accrued and unpaid interest. At its option, the
Holder(s) of $3.0 million of the principal amount of the Notes
can require the Company to issue shares of Class A Common Stock
at their then fair market value in exchange for the above-
referenced principal and premium payment.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(i) Exhibit 99
Press Release dated January 12, 1996
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: January 16, 1996 By:\s\Michael H. Lorber
-----------------------
Vice President/CFO & Secretary
<PAGE>
EXHIBIT 99
LIDAK PHARMACEUTICALS
11077 North Torrey Pines Road
La Jolla, California 92037
NEWS RELEASE
DATE: JANUARY 12, 1996 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
SECOND STAGE OF 15.0 MILLION DOLLAR FINANCING
LA JOLLA, CALIFORNIA -- January 12, 1996 -- LIDAK
Pharmaceuticals (Nasdaq NNM: LDAKA) announced that the Company
has completed the second stage of a two-stage private placement
financing that raised total gross proceeds of $15 million
pursuant to Regulation D of the Securities Act of 1933. The just-
completed second stage raised $6.0 million through the issuance
of convertible notes to two institutional investors. The first
stage, completed in mid-November 1995, raised $9.0 million
through the sale of a combination of $1.5 million in Class A
Common Stock and $7.5 million of convertible notes.
As announced upon completion of the first stage, the final
price per share of Class A Common Stock to be issued upon
optional conversion of the notes will be determined at the time
of future conversions. The per share price of the common stock
will be set according to the average daily closing price of the
Company's common stock during the seven trading days immediately
prior to conversion.
As noted by LIDAK's president and chief executive officer
David H. Katz, M.D., in announcing the completion of the first
stage of the financing, "The structure of the financing
potentially limits shareholder dilution by deferring the
conversion price to future dates, at which time the share price
may be higher if important near-term corporate and product
development milestones are achieved." Katz also stated, "The
completion of the full financing positions the Company to enter
the clinic with LIDAKOLTM for additional indications and to
broaden its future drug portfolio."
LIDAK Pharmaceuticals is developing therapeutic products
against virally caused diseases, inflammatory disorders and
cancer.
# # #
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.
