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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): December 31, 1997
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LXR BIOTECHNOLOGY INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-12968 68-0282856
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1401 MARINA WAY SOUTH, RICHMOND, CALIFORNIA 94804
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (510) 412-9100
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On December 31, 1997 and January 6, 1998, in the final closings of a $10
million private placement, LXR Biotechnology Inc. ("LXR" or the "Company") sold
an additional 1,278,572 shares of its common stock at $1.75 per share, resulting
in additional gross proceeds of approximately $2.24 million.
The total net proceeds of the offering are estimated to be approximately
$9.38 million and are to be used for research and development and general
working capital.
The securities were offered and sold without registration under the
Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the
exemptions provided by Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated by the Securities and Exchange Commission thereunder,
as well as in reliance upon exemptions from registration or qualification under
certain state securities laws. The Company has agreed to file a registration
statement to cover resales by the purchasers of the securities.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Amendment No. 2 dated December 31, 1997 to the Subscription
Agreement dated December 12, 1997 between the Company and
Grace Brothers Limited
99.1 Press Release Issued by the Company on January 7, 1998
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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.
LXR BIOTECHNOLOGY INC.
Date: January 7, 1998 By: /s/ L. David Tomei
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L. David Tomei, Chief Executive Officer
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EXHIBIT INDEX
Exhibit
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10.1 Amendment No. 2 dated December 31, 1997 to the Subscription
Agreement dated December 12, 1997 between the Company and
Grace Brothers Limited
99.1 Press Release Issued by the Company on January 7, 1998
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EXHIBIT 10.1
AMENDMENT NO. 2
TO
SUBSCRIPTION AGREEMENT
A. WHEREAS, On December 12, 1997, Grace Brothers, Ltd. (the "Investor")
entered into a Subscription Agreement (the "Agreement"), with LXR Biotechnology,
Inc., a Delaware corporation (the "Company"), pursuant to which Investor
purchased 3,428,572 shares of common stock, par value $0.0001 per share (the
"Common Stock"), of the Company for a purchase price of $1.75 per share and an
aggregate purchase price of $6,000,0001.
B. WHEREAS, on December 23, 1997, pursuant to Amendment No. 1 to the
Agreement, the Company sold an additional 571,428 shares of Common Stock to the
Investor;
C. WHEREAS, pursuant to this amendment (the "Amendment"), the Investor
and the Company desire to amend the Agreement further to allow the Investor to
purchase from the Company an additional 363,734 shares of Common Stock (the
"Additional Shares" and, together with the Common Stock previously sold to the
Investor pursuant to the Agreement and Amendment No. 1 thereto, the "Total
Shares") at a purchase price of $1.75 per share and an aggregate purchase price
of $636,534.50 (the "Additional Purchase Price" and, together with the purchase
price for the 4,000,000 shares previously sold to the Investor, the "Total
Purchase Price").
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Amendment to Agreement. The Agreement is hereby amended to include
the purchase of the Additional Shares for the Additional Purchase Price. The
term "Purchase Price" as used in the Agreement is amended to mean the Total
Purchase Price of $7,636,534.50 and the term "Shares" as used in the Agreement
is amended to mean the Total Shares of 4,363,734 shares of Common Stock.
2. Third Closing.
(a) On the date hereof (the "Third Closing") payment of the
Additional Purchase Price is being made by electronic wire transfer in
accordance with the instructions set forth in the Agreement, against delivery to
the Investor of a certificate representing the Additional Shares.
(b) At the Third Closing, the Company shall deliver to the Investor
the following:
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(i) a copy of the resolutions of the Board of Directors of
the Company authorizing and approving the issuance of the
Additional Shares and the execution, delivery and performance of
this Amendment, all such resolutions to be certified by the
Secretary of the Company;
(ii) a Certificate of Incumbency, dated as of the Third
Closing and executed by the Secretary of the Company certifying
the names, titles and signatures of the officers authorized to
execute this Amendment and the Additional Shares;
(iii) certificates evidencing that the Company is in good
standing from the Secretary of State of the States of Delaware
and California;
(iv) a legal opinion of Company's counsel, dated as of the
Third Closing and covering those matters set forth in Section
2(b)(iv) of the Agreement with respect to the issuance of the
Additional Shares pursuant to this Amendment.
3. Representations and Warranties of the Company. Except as set forth on
Schedule 3 to this Amendment, the Company hereby represents and warrants to the
Investor that each of the representations and warranties of the Company
contained in the Agreement is true in all material respects on the date of this
Amendment as if made on the date hereof.
4. Representations and Warranties of the Investor. The Investor hereby
represents and warrants to the Company that each of the representations and
warranties of the Investor contained in the Agreement is true in all material
respects of the date of this Amendment as if made on the date hereof.
5. Counterparts. This Amendment may be executed through the use of
separate signature pages or in any number of counterparts, and each such
counterpart shall, for all purposes, constitute one agreement binding on all
parties, notwithstanding that all parties are not signatories to the same
counterpart.
6. No Other Changes. Except as expressly set forth in this Amendment,
the Agreement remains in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 to the Subscription Agreement this 31st day of December, 1997.
GRACE BROTHERS, LTD.
By: /s/ Bradford T. Whitmore
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Name: Bradford T. Whitmore
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Title: General Partner
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1560 Sherman Avenue, Suite 900
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(Address)
Evanston, Il 60201
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(City, State and Zip Code)
(847) 733-1230
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(Telephone Number)
(847) 733-0342
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(Telecopier Number)
36-3417056
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(Tax I.D. or Social Security Number)
LXR BIOTECHNOLOGY INC.
By: /s/ L. David Tomei
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Name: L. David Tomei
Title: Chief Executive Officer
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EXHIBIT 99.1
Contacts: L. David Tomei, Chairman and CEO
Leah Wong, Corporate Communications
LXR Biotechnology Inc.
510.412.9100
LXR BIOTECHNOLOGY ANNOUNCES
FINAL CLOSING OF PRIVATE PLACEMENT
Richmond, Calif. -- January 7, 1998 -- LXR Biotechnology Inc. (AMEX:LXR)
announced today the completion of a $10 million private placement at $1.75 per
share to a group of investors led by Grace Brothers, Ltd. of Evanston, Illinois.
In the final closings on December 31, 1997 and January 6, 1998, the company sold
an additional 1,278,572 shares of its common stock for gross proceeds of
approximately $2.24 million. The total net proceeds of the offering are
estimated to be approximately $9.38 million and are to be used for research and
development and general working capital.
The securities offered in the private placement have not been registered under
the Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
The Company has agreed to file a registration statement to cover resales by the
purchasers.
"We are very pleased to complete this private placement," said L. David Tomei,
chairman and chief executive officer of LXR. He added, "These funds come at a
critical juncture for our company as we prepare for pivotal clinical trials of
HK-Cardiosol for heart transplant and prepare the filing of an IND for
CP-Cardiosol for cardiopulmonary bypass. We particularly appreciate the immense
vote of confidence from Grace Brothers."
LXR Biotechnology Inc., based in Richmond, Calif., is a biopharmaceutical
company engaged in the research and development of innovative therapeutics
designed to treat diseases through the control of apoptosis or programmed cell
death. The Company, which employs approximately 66 people, was founded in 1992,
and completed its initial public offering in May 1994. Further information on
LXR may be obtained from the Company's SEC filings or by contacting the Company
directly.
Statements in this press release that are not historical are forward looking
statements. These forward looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated in any forward looking statements, all of which are difficult to
predict and many of which are beyond the control of the Company, including, but
not limited to the risks and uncertainties related to LXR's early stage of
development, results of research and development efforts, results of future
clinical trials, future capital needs and the uncertainty of additional funding
and government regulations or approval of clinical trials, which are detailed in
the company's periodic reports and registration statements filed with the
Securities and Exchange Commission. LXR does not undertake to revise or update
any forward looking statements to reflect events or circumstances that may arise
after the date hereof.
