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: July 5, 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)
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Item 5. OTHER EVENTS
On July 5, 1996, the Company issued 306,576 shares of its
Class A Common Stock in connection with the conversion of
$600,000 principal amount of Convertible Notes. A total of $13.5
million of Convertible Notes ("Notes") were originally issued as
part of a private placement to institutional investors in
November 1995, December 1995 and January 1996. After this
conversion, the principal amount of Notes outstanding is
$5,863,333.
The Notes are convertible at the option of the holder
(subject to the maximum share limitations set forth below) into
Class A Common Stock at a price equal to 80% of the average
closing bid price for the Class A Common Stock on the NASDAQ for
the seven trading days prior to the date of conversion. The
outstanding principal amount of Notes accrue interest at an
annual rate of 7%, beginning six months from the dates of issue,
with the principal due and payable two years from the date of
issue if and to the extent that the Notes are not previously
converted.
The $13.5 million original principal amount of the Notes was
convertible into an aggregate maximum of 5,513,018 shares of the
Company's Class A Common Stock at the option of the holders, with
each individual Note limited to a pro-rata amount of such number
of shares. Including this issuance, a total of 3,047,476 shares
of Class A Common Stock have been issued to date in connection
with the conversion of Notes. To the extent the Notes are not
converted, they are due and payable two years from the issue
date.
In the event that shares of Class A Common Stock underlying
a particular Note cannot be issued upon request for conversion
due to the above referenced maximum share limitations, the
Company is immediately obligated to repay the principal of that
portion of the Note which is presented for conversion which
cannot be converted plus a premium equal to 25% of such principal
plus any accrued and unpaid interest. At its option, the
holder(s) of the $3 million of the principal amount of the Notes
sold in January, 1996 can require the Company to issue shares of
Class A Common Stock at the then fair market value in exchange
for the above-referenced principal and premium payment.
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: July 8, 1996 By:/s/Michael H. Lorber
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Vice President/CFO & Secretary
