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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
APRIL 14, 2000
Date of Report (Date of earliest event reported)
VALENTIS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-22987 94-3156660
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) No.)
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863A MITTEN ROAD
BURLINGAME, CA 94010
(Address of principal executive offices)
(650) 697-1900
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On April 14, 2000, Valentis, Inc., a Delaware corporation
("Valentis" or the "Company"), announced a private placement of 1,915,000
shares of its common stock, par value $.001 per share, to certain accredited
investors.
A copy of the Company's press release, dated April 14, 2000,
announcing this private placement is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
This report and the Company's press release attached hereto contain
forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from those stated or implied by
such forward-looking statements. The potential risks and uncertainties
include, among others, the need for additional capital, uncertainty that the
Company will be able to develop a commercially viable gene-based therapeutic,
that any of the Company's programs will be partnered with a pharmaceutical
partner, that necessary regulatory approvals will be obtained, that any
clinical trials will be successful, or that the Company will be able to
successfully recruit and retain key management personnel. The actual results
may differ from those projected in the forward-looking statement due to risks
and uncertainties that exist in the Company's operations and business
environment. These are described more fully in the Valentis Annual Report on
Form 10-K for the period ended June 30, 1999 and Quarterly Report on Form
10-Q for the period ended December 31, 1999, each as filed with the
Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated April 14, 2000
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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.
Date: April 17, 2000 VALENTIS, INC.
By: /s/ Bennet L. Weintraub
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Bennet L. Weintraub
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated April 14, 2000
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Exhibit 99.1
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VALENTIS, INC. SMALLCAPS ONLINE GROUP LLC BURNS MCCLELLAN, INC.
Bennet Weintraub (CFO, VP Finance) Darcey Rakestraw (media) Stephanie Diaz (investors)
(650) 697-1900 x.214 (212) 554-4158 (415) 352-6262
[email protected] [email protected] [email protected]
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FOR IMMEDIATE RELEASE
VALENTIS ANNOUNCES $19.2 MILLION PRIVATE PLACEMENT
BURLINGAME, CA, APRIL 14, 2000 - Valentis, Inc. (NASDAQ: VLTS) today
announced that it has completed a private placement of 1,915,000 shares of
newly issued common stock for a total purchase price of $19.2 million. The
shares were purchased by domestic and international investors including the
State of Wisconsin Investment Board, BayStar Capital, and Merlin BioMed Asset
Management in the U.S., Framlington Asset Management, Park Place Capital and
the Finsbury Trust in the U.K., Compania Financiera Internacional and BSI-AG
in Switzerland and Banca Intermobiliare di Investimenti in Italy.
"Today, Valentis has five product candidates in clinical trials and three
additional product candidates scheduled to enter clinical testing," said
Benjamin F. McGraw III, President and Chief Executive Officer of Valentis.
"This financing enables us to continue to advance these, and pursue
additional clinical programs. We believe that the institutions in this
private placement are outstanding international investors in the
biotechnology sector. Our ability to continue to attract these high quality
investors is a favorable confirmation of Valentis' progress in converting the
discoveries of genomics research into biologics-based therapeutics."
The securities sold in this private placement have not been registered under
the Securities Act of 1933 and may not be offered or sold in the United
States in the absence of an effective registration statement or exemption
from registration requirements. The Company has agreed to file a resale
registration statement on Form S-3 within 45 days after the closing of the
transaction for purposes of registering the shares of common stock acquired
by these investors.
Valentis, Inc. (resulting from the combination of Megabios Corp.,
GeneMedicine, Inc. and PolyMASC Pharmaceuticals plc in 1999) is a leader in
the field of biologics delivery. The Company develops proprietary
technologies and applies its preclinical and early clinical development
expertise to create novel therapeutics. The Company's core technologies
include multiple gene delivery and gene expression systems and PEGylation
technologies designed to improve the safety, efficacy and dosing
characteristics of genes, proteins, peptides, peptidomimetics, antibodies and
replicating and non-replicating viruses.
These technologies are covered by a broad patent portfolio that includes
issued U.S. and European claims. Valentis' commercial strategy is to enter
into corporate collaborations for full-scale clinical development and
marketing and sales of products. Together, Valentis and its wholly-owned
subsidiary, PolyMASC Pharmaceuticals, currently have corporate collaborations
with Roche Diagnostics, Eli Lilly, Glaxo Wellcome, Boehringer Ingelheim,
Heska Corporation, Transkaryotic Therapies, Onyx Pharmaceuticals and Bayer
International, and a manufacturing partnership (the pAlliance) with DSM
Biologics and Qiagen N.V. Additional information about Valentis can be found
at www.valentis.com.
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Statements in this press release that are not strictly historical are
"forward looking" statements as defined in the Private Securities Litigation
Reform Act of 1995. The words "believes," "expects," "intends,"
"anticipates," variations of such words, and similar expressions identify
forward-looking statements, but their absence does not mean that the
statement is not forward-looking. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Factors that could affect the
Company's actual results include the need for additional capital, the early
stage of product development, uncertainties related to clinical trials, and
uncertainties related to patent position. There can be no assurance that
Valentis will be able to develop commercially viable gene-based therapeutics
or PEGylated products, that any of its programs will be partnered with a
pharmaceutical partner, that necessary regulatory approvals will be obtained,
or that any clinical trial will be successful. The actual results may differ
from those projected in the forward-looking statement due to risks and
uncertainties that exist in the Company's operations and business
environment. These are described more fully in the Valentis Annual Report on
Form 10-K for the period ended June 30, 1999 and Quarterly Report on Form
10-Q for the period ended December 31, 1999, each as filed with the
Securities and Exchange Commission.
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