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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: January 15, 1998
(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
January 15, 1998, attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(i) Exhibit 99 -- Press Release dated January 15, 1998.
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 21, 1998 By: \s\Jeffery B. Weinress
--------------------------------
Jeffery B. Weinress
Vice President and Chief Financial
Officer
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EXHIBIT 99
DATE: January 15, 1998 CONTACT: JEFFERY B. WEINRESS
VICE PRESIDENT/CFO
RELEASE DATE: IMMEDIATE LIDAK Pharmaceuticals
(619) 558-0364, ext. 242
LIDAK PHARMACEUTICALS
NEWS RELEASE
LIDAK PHARMACEUTICALS RECEIVES PRELIMINARY PROPOSAL
LA JOLLA, CALIFORNIA - January 15, 1998 -- LIDAK Pharmaceuticals
(NASDAQ NM: LDAKA) announced that it had received a preliminary proposal from
HealthMed, Inc. which expressed an interest in providing a substantial infusion
of working capital in the form of non-dilutive debt in multiple stages over 18
months. The proposal suggests that the working capital be used by LIDAK, in
part, to accelerate research and development of LIDAK technologies and for
marketing expenses related to LIDAKOL(R) if approved for marketing by the U.S.
Food and Drug Administration.
The preliminary proposal is subject to certain conditions precedent
including, among others, completion of due diligence and "receiving sufficient
entry of shareholders into voting trust arrangements with HealthMed."
("Sufficient entry" is not defined.) David H. Katz, M.D., President and CEO of
LIDAK, has advised the Company that he has sold approximately 30% of his
1,027,003 shares of Class A common stock to HealthMed and agreed to place the
balance of his Class A shares and his 234,000 shares of Class B common stock in
a voting trust with HealthMed as the trustee. Dr. Katz also stated that Medical
Biology Institute, a non-profit corporation of which Dr. Katz is President and a
director, has sold a portion of its 217,000 shares of Class A common stock to
HealthMed and agreed to place the balance of its Class A shares in a voting
trust with HealthMed as the trustee.
A committee composed of four independent directors of LIDAK has been
formed to evaluate the HealthMed proposal. With respect to that evaluation, the
committee is seeking more specific information from HealthMed regarding the
details of their proposal.
LIDAK emphasizes that the proposal is preliminary and there can be no
assurance as to whether or not a definitive agreement will be reached.
LIDAK Pharmaceuticals is developing therapeutic products designed to
treat virally caused diseases, allergies and asthma, inflammatory disorders and
cancer. LIDAK's topical drug for the treatment of recurrent oral facial herpes,
LIDAKOL, was recently submitted to the United States Food and Drug
Administration for marketing approval.
# # #
The information contained in this press release, including any forward
looking statements contained herein, 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. Such publicly available information sets forth many risks and
uncertainties related to the Company's business and such statements, including
risks and uncertainties related to drug development and clinical trials. Final
review decisions made by the FDA and other regulatory agencies concerning
clinical trial results are unpredictable and outside of the influence and/or
control of the Company.
