SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 28, 1996
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SPARTA PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23076 56-1755527
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
111 Rock Rd. Horsham, PA 19044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (215) 442-1700
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events
On August 28, 1996, Sparta Pharmaceuticals, Inc. issued a press
release filed as Exhibit 99.7 hereto announcing the closing of its
previously announced private placement of equity securities.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Sparta Pharmaceuticals, Inc.
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Not applicable.
(b) Pro Forma Financial Information
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Not applicable
(c) Exhibits
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99.7 -- Press Release, dated as of August 28, 1996,
announcing the closing of its previously announced
private placement of equity securities.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Sparta Pharmaceuticals, Inc.
August 30, 1996 By: /s/ Jerry B. Hook
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Date Jerry B. Hook, Ph.D. President,
Chief Executive Officer & Director
(principal executive officer)
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EXHIBIT INDEX
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Exhibit
Number Description Page
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99.7 -- Press Release, dated as of August 28, 1996, announcing the 5
closing of its previously announced private placement of
equity securities.
EXHIBIT 99.7
Contacts: Jerry B. Hook, Ph.D. Ronald H. Spair
President & CEO Vice President & CFO
Sparta Pharmaceuticals, Inc. Sparta Pharmaceuticals, Inc.
(215) 442-1700, ext. 205 (215) 442-1700, ext. 207
Release: IMMEDIATE
Sparta Pharmaceuticals, Inc. Reports Final Closing of Private Placement
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Horsham, PA, August 28, 1996 -- Sparta Pharmaceuticals, Inc.(NASDAQ:
SPTA, SPTAU, SPTAW and SPTAZ) completed the closing of its previously announced
private placement of equity securities. Aggregate gross proceeds amounted to
$12,765,000. The securities sold were Units, or fractions thereof, with each
Unit comprised of 10,000 shares of the Company's Series B' Convertible Preferred
Stock with a conversion price of $1.50 per share, and warrants to purchase
66,667 shares of the Company's Common Stock at $1.50 per share. Each Unit was
priced at $100,000. The currently outstanding shares of the Company's Series A
Preferred Stock will be automatically converted into Units sold in this private
placement. The Units have not been registered under the Securities Act of 1933,
or the "Blue Sky" laws of any state, and may not be offered or sold in The
United States absent registration, or an applicable exemption from the
registration requirements of, the Securities Act of 1933.
Proceeds from this private placement are expected to be used to
conduct human clinical trials of SpartajectTM busulfan, RII retinamide and
L.A.D.D. TM 5-FP, all of which have approved INDs, for research and development
activities and for working capital purposes. "We are extremely gratified by the
favorable response we received from investors in this financing," said Jerry B.
Hook, Ph.D., President & Chief Executive Officer of Sparta. "These funds
provide a solid base upon which to build our cancer chemotherapy franchise and
to support our growing preclinical program in serine protease inhibitors."
This news release contains forward-looking statements. Actual results
could vary from those currently expected and involve risks and uncertainties,
such as the inherent uncertainty of the drug development process, the duration
and difficulty of obtaining necessary regulatory approvals, the ability of the
Company to successfully conclude further financings and other risks detailed
from time to time in the Company's SEC filings. The Company undertakes no
obligation to release publicly any revisions of these forward-looking statements
which may be made to reflect events or circumstances after the date hereof.
Sparta Pharmaceuticals is a development stage pharmaceutical company
engaged in the business of acquiring rights to, and developing for
commercialization, technologies and drugs for the treatment of a number of life
threatening diseases, including cancer, cardiovascular disorders and acute
inflammation.
