SUNPHARM CORPORATION
8-K, 1997-04-15
PHARMACEUTICAL PREPARATIONS
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                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                          ----------------------------



                                    FORM 8-K
                                 CURRENT REPORT

       Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) March 28, 1997




                              SUNPHARM CORPORATION
             (Exact name of Registrant as specified in its charter)






          Delaware                       0-27578                F593097048
(State or other jurisdiction      (Commission File No.)      (I.R.S. Employer
      of incorporation)                                     Identification No.)



4651 Salisbury Road, Suite 205, Jacksonville, Florida              32256
(Address of principal executive offices)                         (Zip Code)



       Registrant's telephone number, including area code: (904) 296-3320




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<PAGE>



ITEM 5.  OTHER ITEMS

         Press Release.  The  information  set forth in the press release of the
registrant dated April 3, 1997,  filed as an exhibit hereto,  is incorporated by
reference herein.

         The  press  release  contains  forward-looking  statements  within  the
meaning of and in  reliance  upon the "safe  harbor"  provisions  of the Private
Securities  Litigation Reform Act, as set forth in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended,  that  involve  risks  and  uncertainties,   including  unfavorable
laboratory or clinical development  results,  additional expenses resulting from
such results,  new regulatory or other  governmental  requirements and the other
risks described in the registrant's publicly available SEC reports,  which could
cause actual results to differ materially.

ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS

         (c)     The following documents are filed herewith as exhibits:

Exhibit
Number           Description

99.1             Press release dated April 3, 1997


                                    SIGNATURE

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.


                                   SUNPHARM CORPORATION



                                   /s/ Stefan Borg
                                   Name:  Stefan Borg
                                   Title: President and Chief Executive Officer


Date: April 14, 1997


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                                                             EXHIBIT 99.1



[SUNPHARM LOGO]
                                                  4651 Salisbury Road, Suite 205
                                                     Jacksonville, Florida 32256
                                     Phone (904) 296-3320  -  Fax (904) 296-6202





FOR IMMEDIATE RELEASE
Contact:

Stefan Borg                                    Noonan/Russo Communications, Inc.
President and Chief Executive Officer          (212) 696-4455
SunPharm Corporation                           Jan Medina (investor) ext. 216
(904) 296-3320                                 Renee Solano (media) ext. 227
                                               e-mail:  [email protected]

           SUNPHARM CORPORATION CLOSES $6.4 MILLION PRIVATE PLACEMENT

           - Charles Dimmler III Named to Additional Seat on Board -

Jacksonville,  Florida,  April 3, 1997 -  SunPharm  Corporation  (NASDAQ:  SUNP)
announced today that it has closed on a private  placement of 1.83 million units
with gross proceeds of approximately $6.4 million.  The institutional  investors
include:  Hambro Health  International,  Inc., New York Life Insurance  Company,
InterSouth Partners and two European pension funds. In addition,  as a result of
the financing,  the Company's Board of Directors has unanimously elected Charles
Dimmler III, of Hambro Health International, Inc., to a new seat on the Board.

"We are  very  pleased  to gain  such a  distinguished  group  of  institutional
investors  to  complement  the  SunPharm   Pharmaceutical   Advisory  Group  and
industry-experienced Board of Directors. The Company will apply this new capital
to accelerate our product and organizational  development programs and our three
human clinical trial programs currently  underway for the proprietary  polyamine
analogue-based products which SunPharm intends to commercialize. The proceeds of
the private placement provide SunPharm with funding for two years of operations,
based on our current  plans," said Stefan Borg,  President  and Chief  Executive
Officer.

"This financing is a significant step forward for the Company. The participation
of this  institutional  investor group validated  SunPharm's  business model and
recognizes the potential  commercial value of the Company's  corporate alliances
and its polyamine drug candidates which now are advancing through human clinical
studies," Borg said.

Each of the  units  sold in the  private  placement  consisted  of one  share of
SunPharm  common stock and a warrant to purchase an  additional  share of common
stock.

SunPharm, based in Jacksonville, Florida, is engaged in the development of small
molecule pharmaceutical products derived from novel polyamine analogue platforms
invented by  Professor  Raymond  Bergeron at the  University  of Florida,  under
development  exclusively  by the  Company  for the  treatment  of seven  chronic
diseases.  The Company has a Phase II clinical  study of DEHOP for  AIDS-related
diarrhea underway,  completed the Phase I clinical study requirements for DENSPM
in cancer,  a Phase I clinical study for DEHOP in cancer underway and an IND has
been  allowed  for  DEHOP in  ulcerative  colitis.  The  Company  has  strategic
commercial  alliances with  Warner-Lambert  Company and Nippon Kayakii  Company,
Ltd. for the commercial rights to DENSPM for cancer.

                                      ####

Editor's    Note:    This    release   is   available   on   the   Internet   at
http://www.noonanrusso.com


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