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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
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported): October 15, 1996
ZONAGEN, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11824 76-0233274
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2408 Timberloch Place, Suite B-4, The Woodlands, Texas 77380
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(Address of principal executive offices) (Zip Code)
(713) 367-5892
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 15, 1996, Zonagen, Inc. (the "Company") completed the final
closing of its private placement of its Series B Convertible Preferred Stock,
par value $0.001 per share (the "Series B Preferred Stock"). The Company sold
an aggregate of 1,692,500 shares in the private placement at a price of $10.00
per share, representing aggregate gross proceeds of approximately $16.9 million.
Zonagen intends to use the net proceeds of the private placement to fund Phase
III clinical trials of VASOMAX-TM-, the Company's oral therapeutic for male
impotency, and for general corporate purposes.
The Company's Series B Preferred Stock is initially convertible into
approximately 1.51 shares of the Company's Common Stock. The conversion price is
subject to adjustment in certain circumstances.
On October 1, 1996, the Company issued a press release which reported an
initial closing of the sale of shares of its Series B Preferred Stock. The
press release is filed as an exhibit to this Current Report on Form 8-K pursuant
to Rule 135c under the Securities Act of 1933, as amended.
ITEM 7. EXHIBITS
Exhibit 99.1 -- Press Release
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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.
ZONAGEN, INC.
Date: October 15, 1996
/s/ LOUIS PLOTH, JR.
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Louis Ploth, Jr.
Vice President of Business Development and
Chief Financial Officer
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EXHIBIT 99.1
ZONAGEN, INC. COMPLETES INITIAL CLOSING OF PRIVATE PLACEMENT
THE WOODLANDS, TEXAS (October 1, 1996) - ZONAGEN, INC. (Nasdaq: ZONA)
announced today that it completed an initial closing of a private placement in
which the Company sold 1.14 million shares of newly-authorized Series B
Convertible Preferred Stock at a price of $10.00 per share, representing gross
proceeds of $11.4 million. Each share of the Company's Series B Convertible
Preferred Stock is initially convertible into approximately 1.51 shares of
Common Stock. The conversion price is subject to adjustment in certain
circumstances.
The shares of Series B Convertible Preferred Stock offered in the private
placement have not been registered under the Securities Act or any applicable
state securities laws and have been offered and sold in reliance on exemptions
from the registration requirements of the Securities Act and such laws. The
shares of Series B Convertible Preferred Stock offered in the private placement
have not been approved or disapproved by the Securities and Exchange Commission
or the state securities authorities of any State, nor has the Commission or any
state securities authority passed upon the accuracy or adequacy of any
disclosure relating to the offering. Any representation or warranty to the
contrary is a criminal offense. The shares of Series B Convertible Preferred
Stock may not be offered or sold by the purchasers of such shares without
registration under the Securities Act and applicable state securities laws or an
applicable exemption from registration.
Zonagen's strategy is to provide a complete line of products and services
for the management of reproductive health.
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