GLYKO BIOMEDICAL LTD
8-K, 1997-04-03
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 8K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):   March 21, 1997

                              GLYKO BIOMEDICAL LTD.
        (Exact name of small business issuer as specified in its charter)

                         Commission File Number: 0-21994

           Canada                                    68-0230537
(State of other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                   11 Pimentel Court, Novato, California 94949
                    (address of principal executive offices)

                              (415) 382-6653
              (Registrant's telephone number, including area code)

                            Not Applicable
        (Former name, former address and former fiscal year,
                  if changed since last report)

                                 -1-


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Item 9.  Sale of Equity Securities Pursuant to Regulation S.

         On March 21, 1997,  Glyko  Biomedical,  Ltd., a  corporation  organized
under the laws of Canada (the "Company") , completed the sale of 3,920,000 Units
(the "Units") at Cdn. $0.50 per Unit for a total of Cdn. $1,960,000  (equivalent
to U.S.  $1,420,392)  . Each Unit  consists  of one common  share and one common
share  purchase  warrant (a  "Warrant").  Each  Warrant  entitles  the holder to
purchase  one common  share at Cdn.  $1.00 at any time from and after  March 21,
1997 and prior to the close of business on March 21, 1999.

         The Units  were sold by the  Company  pursuant  to an Agency  Agreement
between the Company and Clubb Capital Ltd. (the "Agent") which provided that the
Agent  sell  a  maximum  of  4,000,000  Units  at  Cdn.  $0.50  per  Unit  in an
unregistered  private  placement  exempt from the  registration  requirements of
Section 5 of the Securities Act of 1933, as amended (the "Securities  Act"). The
Units  were sold in an  exclusively  offshore  marketing  effort  to a  European
investor group in reliance on Regulation S of the Securities Act.

         At the  closing,  the Agent  received a  commission  equal to 7% of the
gross  proceeds  thereof  payable in Units,  which  commission was calculated by
dividing  the  number  which is equal to 7% of the gross  proceeds  by the Issue
Price (or 274,400 Units) and warrants (the "Broker Warrants") to purchase common
shares  equal  to 7% of the  number  of Units  issued  pursuant  to the  private
placement (or 274,400 Broker Warrants).  Each Broker Warrant is exercisable at a
price of Cdn.  $1.00 at any time from and after  March 21, 1997 and prior to the
close of business on March 21, 1999.

                                   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.

Date:    April 3, 1997

                             GLYKO BIOMEDICAL, LTD.


                                /s/ JOHN C. KLOCK
                               ------------------------------------
                               John C. Klock, M.D.
                               President

                               -2-

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