SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 26, 1998
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DIACRIN, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-20139 22-3016912
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Building 96 13th Street, Charlestown Navy Yard, Charlestown, MA 02129
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(Address of principal executive offices) (Zip Code)
(617) 242-9100
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS
On February 26, 1998, Diacrin, Inc. ("Diacrin") issued a press release
entitled "Diacrin Announces $9.5 Million Private Placement", a copy of which is
attached hereto as an exhibit and incorporated herein by reference.
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SIGNATURES
Pusuant 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.
DIACRIN, INC.
(Registrant)
Date: March 6, 1998 By: /s/ Mark J. Fitzpatrick
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Vice President of Finance and
Administration; CFO &
Treasurer
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INDEX TO EXHIBITS
Exhibit
Number Description Page No.
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99.1 Press Release issued February 26, 1998 5
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FOR IMMEDIATE RELEASE
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CONTACT: Thomas H. Fraser
President and CEO
Diacrin, Inc.
96 13th Street
Charlestown, MA 02129
Tel.: (617) 242-9100
Fax: (617) 242-0070
Exhibit 99.1
DIACRIN ANNOUNCES $9.5 MILLION PRIVATE PLACEMENT
CHARLESTOWN, MA, FEBRUARY 26, 1998, -- Diacrin, Inc. (NASDAQ:DCRN) announced
today that it issued an aggregate of 1,027,027 new shares of common stock at
$9.25 per share in a private placement. Diacrin self-managed the transaction
which resulted in net proceeds to the Company of approximately $9.45 million.
The Company intends to use the proceeds to fund the development and clinical
testing of its product candidates, including the Company's financial commitments
to Diacrin/Genzyme LLC for the development of NeuroCell(TM)-PD for Parkinson's
disease and NeuroCell(TM)-HD for Huntington's disease; and for general corporate
purposes.
The Company has agreed to use its best efforts to file a registration statement
with the U.S. Securities and Exchange Commission covering resale of the shares
issued in the private placement. The Company now has 14.3 million shares
outstanding.
Diacrin is developing transplantable cells for the treatment of human diseases
which are characterized by cell dysfunction or cell death and for which current
therapies are either inadequate or nonexistent. Products under development for
the treatment of neurological disorders include: NeuroCell(TM)-PD for
Parkinson's disease and NeuroCell(TM)-HD for Huntington's disease, both of which
are being developed in a joint venture with Genzyme Corporation's Tissue Repair
Division, NeuroCell(TM)-FE for focal epilepsy, porcine neural cells for stroke
and spinal cord cells for spinal cord injury. Also under development are
hepatocytes for alcoholic hepatitis and cirrhosis, CardioCell(TM) for cardiac
disease and retinal epithelial cells for macular degeneration.
This announcement contains forward-looking statements, including information
with respect to the Company's planned use of funds in its business. There are a
number of important risks and uncertainties that could cause actual events or
results to differ materially from those indicated by such forward-looking
statements, including risks and uncertainties with respect to the progress of
the Company's research and development programs and the progress of preclinical
and clinical testing. For a more detailed discussion of these and other factors,
see the Company's Annual Report on Form 10-K for the year ended December 31,
1997 as filed with the Securities and Exchange Commission, a copy of which is
available upon request from the Company.
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