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): April 15, 1999
Vion Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-26534 133671221
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4 Science Park, New Haven, Connecticut 06511
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 498-4210
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Not Applicable
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On April 15, 1999, Vion Pharmaceuticals, Inc. (the "Company") issued
the press release, filed herewith as Exhibit 99.1, and on April 23, 1999, the
Company issued the press release, filed herewith as Exhibit 99.2, relating to a
private placement of the Company's Common Stock. Pursuant to the private
placement, the Company issued 893,915 shares of Common Stock at a price of
approximately $4.47 per share (the "Purchase Price"), for an aggregate of
$4,000,000.
Subject to certain exceptions, if at any time during the twelve-month
period following the closing of the private placement, the Company issues or
agrees to issue any Common Stock at a price per share which is less than the
Purchase Price, or if the Company issues or agrees to issue any rights, options,
warrants or other securities which are directly or indirectly convertible into
or exchangeable for Common Stock for a consideration per share of Common Stock
deliverable upon conversion or exchange of such rights, options, warrants or
other securities which is less than the Purchase Price (any such new issuance
price per share being referred to as the "New Issue Price"), then the Company
shall immediately thereafter issue to the investors in the private placement, on
a pro rata basis, additional registered, listed shares of Common Stock such that
the total number of shares of Common Stock issued pursuant to the private
placement will equal at least $4,000,000 divided by the New Issue Price. The
foregoing provisions will cease to be effective after the date, if any, upon
which the Company completes a private placement or public offering of its Common
Stock at a price per share in excess of the Purchase Price and also resulting in
gross proceeds equal to or greater than $11,000,000.
The Company has agreed to use its best efforts to effect the
registration for resale of the Common Stock issued in the private placement. If
any of the following events occurs, the Company must pay to each holder of
Common Stock issued in the private placement 3% of the amount of such holder's
investment in the Common Stock for each 30-day period (or portion thereof)
during which such event continues: (i) the registration statement used to
register the Common Stock issued in the private placement shall not have been
declared effective by the date that is 120 days following the closing of the
private placement (the "Registration Deadline"); (ii) the Common Stock issued in
the private placement fails to be listed on the Nasdaq Stock Market, the New
York Stock Exchange or the American Stock Exchange or such other principal
securities exchange(s) and markets on which the Company's Common Stock is then
traded at any time during the period from and after the Registration Deadline;
and (iii) subject to certain limited exceptions, the ability of the holders of
Common Stock issued in the private placement to sell such Common Stock under the
registration statement filed by the Company is suspended for more than 90 days
in any 12-month period. In the event that the Company fails or refuses to pay
any default payment when due, at the request and option of any holder of Common
Stock issued in the private placement, the Company must purchase all or a
portion of the shares held by such holder (with any default payments accruing
through the date of such purchase), within five days of such request, at a
purchase price per share equal to 1.1 times the Purchase Price. The Company will
not be obligated, however, to pay to any holder default payments for any one
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month in an aggregate amount greater than three percent of the amount invested
by such holder in the private placement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Not applicable.
(a) Not applicable.
(a) Exhibits.
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99.1 Press release issued April 15, 1999.
99.2 Press release issued April 23, 1999.
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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.
VION PHARMACEUTICALS, INC.
Date: April 26, 1999 By: /s/ Alan Kessman
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Alan Kessman, President and
Chief Executive Officer
Exhibit 99.1
VION GETS KEY FINANCING THROUGH PRIVATE PLACEMENT OF COMMON STOCK
NEW HAVEN, Conn., April 15 -- Vion Pharmaceuticals, Inc. (Nasdaq: VION)
announced it received $3,250,000 million from a private placement of its common
stock. This financing is the first step in the Company's previously disclosed
objective of funding the company through the end of the year 2000. Participants
in the financing included existing institutional investors Elliott Associates,
L.P. and Westgate International, L.P., as well as new investors United Equities
Commodities Company and Wechsler and Company, Inc. The Company sold 726,306
shares of common stock directly to the investors at a price of approximately
$4.47 per share (or 90% of the 10 day average closing price of Vion common stock
as of April 7, 1999). In connection with the private placement, the Company has
agreed to use its best efforts to effect the registration for resale of the
shares. The Company may sell up to an additional $750,000 of its common stock
under the same terms and conditions.
Proceeds from the private placement will be used to fund the Company's research
and development activities including ongoing and planned clinical studies,
production of clinical trial material, preclinical studies, and for general
corporate purposes.
"We are extremely pleased by the repeat investment by certain of our existing
shareholders and we welcome the additional investors to Vion," said Alan
Kessman, President and CEO. "Our ability to obtain financing in a company led
direct investment under these terms is encouraging."
The company also announced completion of a management transition in which Mr.
Kessman will assume the additional role of president, replacing John Spears. "As
part of our restructuring and new focus, I have assumed the responsibilities of
day to day operations. On behalf of the board of directors, I want to thank John
for his considerable service to Vion during the Company's formative years. We
all wish him the best in his new endeavors. We have also decided there is a need
for a full time head of Clinical and Regulatory Affairs as part of the senior
management team.," said Kessman.
Vion Pharmaceuticals, Inc. is a biopharmaceutical company dedicated to
discovering, developing and commercializing novel products and technologies for
the treatment of cancer and viral diseases. The Company has focused its research
efforts in five principal areas: hypoxic cancer cell therapeutics, TAPET cancer
therapy, sulfonyl hydrazine prodrugs, ribonucleotide reductase inhibitors and
nucleoside analogs. Vion's lead anticancer agent Promycin (porfiromycin) is
currently in a Phase III clinical trial. For additional information on Vion and
its research and product development programs, visit the Company's Internet web
site at http://www.vionpharm.com.
Statements included in this press release which are not historical in nature are
forward-looking statements made pursuant to the safe-harbor provisions of the
Private Securities Litigation
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Reform Act of 1995. Forward-looking statements regarding the Company's future
business prospects, plans, objectives, expectations and intentions are subject
to certain risks, uncertainties and other factors that could cause actual
results to differ materially from those projected or suggested in the
forward-looking statements, including, but not limited to those contained in the
Company's Registration Statement filed on Form S-3 (file no. 333-37941). The
shares of Common Stock, described above, have not been registered under the
Securities Act of 1933, as amended, and may not be offered and sold in the
United States absent registration under such Act or an applicable exemption from
registration. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Common Stock nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
CONTACT: Investors, Thomas E. Klein, Chief Financial Officer of Vion
Pharmaceuticals, 203-498-4210, or [email protected]; or
Media, Joan Kureczka, [email protected], or Jesse Fisher, both
of J. Kureczka Associates, 415-821-2413, for Vion.
Exhibit 99.2
VION COMPLETES PRIVATE PLACEMENT OF COMMON STOCK
NEW HAVEN, Conn., April 23 -- Vion Pharmaceuticals, Inc. (Nasdaq: VION) reported
it has received an additional $750,000 from a group of investors headed by
Kleinwort Benson Limited, a subsidiary of Dresdner Kleinwort Benson, and
Winchester Capital Healthcare Partners, LLC. The closing of this financing
completes a $4,000,000 direct private placement announced last week. Proceeds
from the financing will be used to fund the Company's research and development
activities.
Vion Pharmaceuticals, Inc. is a biopharmaceutical company dedicated to
discovering, developing and commercializing novel products and technologies for
the treatment of cancer and viral diseases. The Company has focused its research
efforts in five principal areas: hypoxic cancer cell therapeutics, TAPET cancer
therapy, sulfonyl hydrazine prodrugs, ribonucleotide reductase inhibitors and
nucleoside analogs. Vion's lead anticancer agent Promycin (porfiromycin) is
currently in a Phase III clinical trial. For additional information on Vion and
its research and product development programs, visit the Company's Internet web
site at http://www.vionpharm.com.
Statements included in this press release which are not historical in nature are
forward-looking statements made pursuant to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward- looking statements
regarding the Company's future business prospects, plans, objectives,
expectations and intentions are subject to certain risks, uncertainties and
other factors that could cause actual results to differ materially from those
projected or suggested in the forward-looking statements, including, but not
limited to those contained in the Company's Registration Statement filed on Form
S-3 (file no. 333-37941). The shares of Common Stock, described above, have not
been registered under the Securities Act of 1933, as amended, and may not be
offered and sold in the United States absent registration under such Act or an
applicable exemption from registration. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy the Common Stock nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
