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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) June 26, 1996
EPOCH PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22170 91-1311592
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
1725 220th Street, S.E., No. 104 Bothell, Washington 98021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 485-8566
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 5
Exhibit Index on Page 3
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ITEM 5. OTHER EVENTS
On June 26, 1996, Epoch Pharmaceuticals, Inc. (the "Company"), formerly
MicroProbe Corporation, announced that it has completed a private offering of
Units, each Unit consisting of one share of the Company's Common Stock and one
warrant to purchase 0.5 shares of the Company's Common Stock. The Company sold a
total of 5 million Units, for an aggregate purchase price of $5 million to
institutional and accredited individual investors, pursuant to Regulation D
under the Securities Act of 1933, as amended. Additionally, a major shareholder
of the Company elected to exercise other warrants to purchase 2,000,000 shares
of the Company's Common Stock at $0.30 per share generating an additional
$600,000 to the Company. The Company intends to use the net proceeds from this
financing for the research and development of its Gene-Modifying
Oligoneucleotides (GMOs), short pieces of DNA with very potent DNA-modifying
chemicals attached to them, which are designed to bypass inefficiencies
associated with conventional gene therapy.
The Company also announced that it intends to exchange for every two (2)
warrants which were issued in conjunction with the Company's public offering in
September 1993, one (1) new warrant with a term of five (5) years that is
exercisable at $2.50 per share. The proposed exchange offering with be made only
by means of a prospectus and pursuant to a registration statement under the
Securities Act of 1933 and pursuant to applicable state securities laws.
ITEM 6. EXHIBITS
Exhibits:
99.1 Press Release dated June 26, 1996.
99.2 Press Release dated June 26, 1996.
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 thereunto duly authorized.
EPOCH PHARMACEUTICALS, INC.
Date: June 29, 1996 By: /S/ SANFORD ZWEIFACH
----------------------
Sanford Zweifach
President and Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibits Description Page No.
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<S> <C> <C>
99.1 Press release dated 4
June 26, 1996
99.2 Press release dated 5
June 26, 1996
</TABLE>
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EXHIBIT 99.1
Contact:
Sanford Zweifach
President and Chief Financial Officer
Epoch Pharmaceuticals, Inc.
(206) 485-8566
FOR IMMEDIATE RELEASE
EPOCH PHARMACEUTICALS SUCCESSFULLY COMPLETES
PRIVATE PLACEMENT
Bothell, WA, June 26, 1996 -- Epoch Pharmaceuticals, Inc. (OTC Bulletin Board:
EPPH), formerly MicroProbe Corporation, announces that it has successfully
completed a private offering of Units, each Unit consisting of one share of the
Company's Common Stock and one warrant to purchase 0.5 shares of the Company's
Common Stock. The Company sold a total of 5 million Units, for an aggregate
purchase price of $5 million to institutional and accredited individual
investors.
The term of the warrants is five (5) years, and they are exercisable at $2.50
per share (or $1.25 per 0.5 share). Each warrant shall be redeemable by the
Company at any time after eighteen months from the date that they are issued at
$0.05 per warrant, provided that the closing trading price per share of Common
Stock is at least $3.75 for twenty (20) consecutive trading days. In addition, a
major shareholder of the Company elected to exercise other warrants to purchase
2,000,000 shares of the Company's Common Stock at $0.30 per share generating an
additional $600,000 net to the Company.
"The successful completion of this financing is a show of confidence in Epoch's
novel gene therapy program," said Fred Craves, Epoch's Chairman and Chief
Executive Officer. The Company intends to use the net proceeds from this
financing for the research and development of its Gene-Modifying
Oligonucleotides (GMOs), short pieces of DNA with very potent DNA-modifying
chemicals attached to them which are designed to bypass inefficiencies
associated with conventional gene therapy.
Epoch Pharmaceuticals is a biotechnology company developing oligonucleotides for
novel therapeutic purposes. The Company's technology is based on its expertise
in designing and synthesizing oligonucleotides that selectively bind to and
interact with targeted genes. In contrast with conventional gene therapy which
attempts to insert foreign genes into a patient, Epoch's technology works to
alter a patient's existing genes. Depending on the desired effect, the
alteration may be designed so as to eliminate the expression of a
disease-associated gene, or to correct a genetic defect. The Company is
currently applying this novel method of gene therapy to the treatment of certain
autoimmune diseases, viral infections and cancers.
This press release contains forward looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from
those set forth in forward looking statements, including whether any product
candidates can be successfully developed with the Company's technology and the
risk factors set forth in the Company's filing on Form 10-KSB with the
Securities and Exchange Commission.
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EXHIBIT 99.2
Contact:
Sanford Zweifach
President and Chief Financial Officer
Epoch Pharmaceuticals, Inc.
(206) 485-8566
FOR IMMEDIATE RELEASE
EPOCH PHARMACEUTICALS ANNOUNCES PROPOSED WARRANT EXCHANGE
Bothell, WA, June 26, 1996 -- Epoch Pharmaceuticals, Inc. (OTC Bulletin Board:
EPPH), formerly MicroProbe Corporation, announces that it intends to exchange
for every two (2) warrants which were issued in conjunction with the Company's
public offering in September 1993, one (1) new warrant to purchase one (1) share
of the Company's Common Stock with a term of five (5) years that is exercisable
at $2.50 per share. Each warrant shall be redeemable by the Company at any time
after eighteen months from the date that they are issued at $0.05 per warrant,
provided that the closing trading price per share of Common Stock is at least
$3.75 for twenty (20) consecutive trading days.
Epoch Pharmaceuticals is a biotechnology company developing oligonucleotides for
novel therapeutic purposes. The proposed exchange offering will be made only by
means of a prospectus and pursuant to a registration statement under the
Securities Act of 1933 and pursuant to applicable state securities laws.
This press release contains forward looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from
those set forth in the forward looking documents, including whether the Company
will be able to complete the exchange offering due to changes in market
conditions or other factors and the risk factors set forth in the Company's
filing on Form 10- KSB with the Securities Exchange Commission.
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