SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
| Date of Report (Date of earliest event reported): | May 19, 2003 | |
EntreMed, Inc.
Delaware
| 0-20713 | 58-1959440 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 9640 Medical Center Drive, Rockville, MD | 20850 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: | (240) 864-2600 | |
(NOT APPLICABLE)
| Item 5. Other Events | ||||||||
| SIGNATURES | ||||||||
| Exhibit 99.1 | ||||||||
| Exhibit 99.2 | ||||||||
Item 5. Other Events
Pursuant to a Common Stock Purchase Agreement by and among EntreMed, Inc. (the “Company”) and certain institutional investors (the “Purchasers”) dated as of May 19, 2003 (the “Common Stock Purchase Agreement”), attached hereto as Exhibit 99.2, the Company issued to the Purchasers an aggregate of 3,000,000 shares of its common stock, par value $0.01 per share (the “Common Stock”) for $9 million.
As part of the offer, the Purchasers were also granted a right of first refusal on certain future issuances of the Company’s securities during the 65-day period following the transaction.
The above summarizes and does not provide a complete description of the Common Stock Purchase Agreement. The above summary is qualified in its entirely by reference to the full text of the Common Stock Purchase Agreement, which is attached as an exhibit hereto. For a more complete description of the terms of the Common Stock, you are also referred to the Company’s prospectus supplement covering the issuance of the Common Stock to the Purchasers, filed with the Securities and Exchange Commission on May 20, 2003.
Exhibits
| 99.1 | Press Release dated May 20, 2003 | |
| 99.2 | Common Stock Purchase Agreement by and among EntreMed, Inc., and certain institutional investors named therein, dated as of May 19, 2003 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENTREMED, INC. | ||||
| Date: May 20, 2003 | By: | /s/ Neil J. Campbell | ||
| Neil J. Campbell President and Chief Operating Officer |
