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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 1999
DUSA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-19777 22-3103129
(State or other (IRS Employer
jurisdiction of (Commission Identification
incorporation) File Number) Number)
181 UNIVERSITY AVENUE, SUITE 1208
TORONTO, ONTARIO M5H 3M7 CANADA
(Address of principal executive offices, including ZIP code)
(416) 363-5059
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
The registrant, DUSA Pharmaceuticals, Inc., (the "Company"), has
reported that a private placement offering of a total of 1,500,000 shares of its
unregistered common stock has been fully subscribed for by existing and new
institutional and other accredited investors. The shares were sold at $5.00 US
per share, which represents a 15.6% discount to the average closing price over
the past 6 weeks. The closing will take place within the next several days
according to the terms of the offering.
The securities have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The Company will use the funds to raise its working capital position to
approximately two years of funds at current annual spending levels; to continue
the manufacturing scale-up and commercialization of its lead product, Levulan(R)
Photodynamic Therapy for actinic keratoses (AK) during FDA review of the
Company's NDA; to advance development of Levulan(R) Photodetection for the
bladder cancer program and other potential products; and in order to enhance the
Company's ongoing dermatology partnering discussions.
Except for historical information, this report contains certain
forward-looking statements that involve known and unknown risk and
uncertainties, which may cause actual results to offer materially from any
future results, performance or achievements expressed or implied by the
statements made. These forward-looking statements relate to the use of funds
raised in the private placement. Such risks and uncertainties include, but are
not limited to the results of clinical trials, whether the Company's NDA filing
will receive marketing approval, the status of its patents and proprietary
protection, reliance on third parties to manufacture (in compliance with FDA
regulations), uncertainties regarding the marketing of its products and whether
a marketing alliance will be consummated, unanticipated expenses relating to
potential regulatory requests, the availability of funds for ongoing operations
and further development activities and other risks detailed from time to time in
the Company's United States Securities and Exchange Commission (SEC) filings.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS
(c) Exhibits
[99] Press Release dated January 14, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
DUSA PHARMACEUTICALS, INC.
By: D. Geoffrey Shulman
D. Geoffrey Shulman, MD, FRCPC
President and Chief Executive Officer
Dated: January 14, 1999
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DUSA PHARMACEUTICALS, INC.
FOR IMMEDIATE RELEASE
DUSA PHARMACEUTICALS RAISES $7.5 MM
IN A PRIVATE PLACEMENT
TORONTO, ONTARIO, JANUARY 14, 1999 - DUSA Pharmaceuticals, Inc.,
(NASDAQ NMS: DUSA), today reported that a private placement offering of a total
of 1,500,000 shares of its unregistered common stock has been fully subscribed
for by existing and new institutional and other accredited investors. The shares
were sold at $5.00 US per share, which represents a 15.6% discount to the
average closing price over the past 6 weeks. The closing will take place within
the next several days according to the terms of the offering.
The securities have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
DUSA will use the funds to raise the company's working capital position
to approximately two years of funds at current annual spending levels; to
continue the manufacturing scale-up and commercialization of its lead product,
Levulan(R) Photodynamic Therapy for actinic keratoses (AK) during FDA review of
the Company's NDA; to advance development of Levulan(R) Photodetection for
bladder cancer program and other potential products and in order to enhance the
Company's ongoing dermatology partnering discussions.
DUSA Pharmaceuticals, Inc. is a development stage pharmaceutical
company engaged primarily in the development of Levulan(R) Photodynamic Therapy
(PDT) and Photodetection (PD) for multiple medical indications. PDT and PD
utilize light-activated compounds such as Levulan(R) to induce a therapeutic or
detection effect. DUSA is a world leader in topically or locally applied PDT and
PD. The company has filed a New Drug Application (NDA) with the US Food and Drug
Administration (FDA) for its lead indication, pre-cancerous actinic keratoses of
the face and scalp.
Except for historical information, this news release contains certain
forward-looking statements that involve known and unknown risk and
uncertainties, which may cause actual results to offer materially from any
future results, performance or achievements expressed or implied by the
statements made. These forward-looking statements relate to the use of funds
raised in the private placement. Such risks and uncertainties include, but are
not limited to the results of clinical trials, whether the Company's NDA filing
will receive marketing approval, the status of its patents and proprietary
protection, reliance on third parties to manufacture (in compliance with FDA
regulations), uncertainties regarding the marketing of its products and whether
a marketing alliance will be consummated, unanticipated expenses relating to
potential regulatory requests, the availability of funds for ongoing operations
and further development activities and other risks detailed from time to time in
the Company's United States Securities and Exchange Commission (SEC) filings.
For further information contact DUSA Pharmaceuticals, Inc.
D. Geoffrey Shulman, MD, FRCPC, President & CEO Tel: (416) 363-5059
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