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UNITED STATES
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 21, 1997
(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 21, 1997, the Company issued 301,648 shares of its Class A
Common Stock in connection with the conversion of $513,616.44 in principal
amount of the Convertible Note (the "Note") originally issued as part of a
private placement to an institutional investor on February 26, 1997. After this
conversion, the principal amount of the Note outstanding is $4,565,460.27. The
Company also issued Class G Stock Purchase Warrants to purchase 150,824 shares
of its Class A Common Stock in connection with the above conversion.
The Note accrues interest at an annual rate of 7%, beginning August 26,
1997 and is due and payable on February 26, 2000 if and to the extent the Note
is not previously converted pursuant to its terms. The Note is convertible
(subject to certain maximum share limitations discussed below) at the option of
the holder into shares of Class A Common Stock at a price equal to 85% of the
Market Price per share (as defined in the Note) on the date of conversion.
Pursuant to the terms of the Note, the holder is entitled to receive (i) a Class
G Stock Purchase Warrant for each two shares of Class A Common Stock issued to
the holder upon conversion of the Note, and (ii) a certain number of Class G
Stock Purchase Warrants in the event that the Company prepays the Note. Each
Class G Stock Purchase Warrant is exercisable beginning August 26, 1997, or the
first date after February 26, 1997 when the trading price of the Class A Common
Stock is $6.00 or more, for a period of five years from the date of issue into
one share of Class A Common Stock at an exercise price of $2.97 per share.
The $6.0 million principal amount of the Note is convertible into an
aggregate maximum of 7,257,467 shares of Class A Common Stock. Including the
above issuances, a total of 829,289 shares of Class A Common Stock and 429,644
Class G Stock Purchase Warrants have been issued to date in connection with the
conversions of the Note. In the event that the shares of Class A Common Stock
underlying the Note cannot be issued upon request for conversion due to the
above referenced maximum share limitation, the Company is immediately obligated
to repay the original principal of that portion of the Note which is presented
for conversion and cannot be converted, together with (i) a premium equal to
17.64% of such principal plus any accrued and unpaid interest, and (ii) that
number of Class G Stock Purchase Warrants equal to 50% of the principal plus
interest divided by the conversion price on the date of 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 24, 1997 By:/s/ David H. Katz
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President and Chief Executive Officer
