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: August 14, 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
Between August 14, 1997 and August 18, 1997, the Company issued a total of
877,957 shares of its Class A Common Stock, in connection with the conversion
of $1,650,000 in total 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 these conversions, the principal amount of the
Note outstanding is $2,415,460.27. The Company also issued Class G Stock
Purchase Warrants to purchase a 438,980 shares of its Class A Common Stock
in connection with the above conversions.
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 2,011,640 shares of Class A Common Stock and
1,005,820 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: August 20, 1997 By:/s/ Susan Yeagley Sullivan
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Vice President, Chief Financial Officer
and Secretary
