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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) November 19, 1999
NEOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-28782 93-0979187
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
157 Technology Drive, Irvine, California 92618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 788-6700
Not Applicable
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(Former name or former address, if changed since last report)
Exhibit Index on Page 5
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ITEM 5. OTHER EVENTS
On November 19, 1999, NeoTherapeutics, Inc. (the "Company") entered
into a Securities Purchase Agreement with two institutional investors for the
issuance and sale of common stock and warrants for aggregate consideration of
$10,000,000 (the "Agreement"). Pursuant to the Agreement, the Company issued and
sold to the investors a total of 845,594 shares of the Company's common stock at
a purchase price of $11.826 per share (the "Purchase Price"), and issued
five-year warrants ("Closing Warrants") to purchase a total of 126,839 shares of
common stock at an exercise price of $14.24 per share. In addition, the Company
issued warrants ("Adjustable Warrants") to purchase a number of shares of common
stock, to be determined at two vesting dates four and six months subsequent to
the closing, at an exercise price of $0.001 per share.
The number of shares of common stock issuable at each vesting date
under the Adjustable Warrants, if any, will be determined by a formula based on
the 10 lowest closing bid prices of the Company's common stock during the 30
consecutive trading days preceding each vesting date. A greater number of shares
of common stock are issuable the lower the price of the Company's common stock.
However, if the average of the 10 lowest closing bid prices of the Company's
common stock exceeds approximately $13.25 per share at each vesting date, then
no shares are issuable pursuant to the Adjustable Warrants for that vesting
date. In addition, if at any time each of (i) the average of the closing bid
prices of the Company's common stock for 30 consecutive trading days exceeds
$17.74 and (ii) the closing bid price of the Company's common stock exceeded
$17.74 for at least 10 of such 30 days, then no shares will vest pursuant to the
Adjustable Warrants for any subsequent vesting date. The Company also has the
option at the time of the first vesting date to redeem up to one half of the
shares of common stock sold at the closing, and thereby cancel the second
vesting.
In connection with this financing, the Company paid a finder's fee to
an unrelated third party consisting of cash and warrants to purchase common
stock of the Company.
ITEM 7. EXHIBITS
Exhibits:
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4.1 Securities Purchase Agreement dated as of November
19, 1999, by and among Registrant, Strong River
Investments, Inc. and Montrose Investments Ltd.
4.2 Registration Rights Agreement dated as of November
19, 1999, by and among Registrant, Strong River
Investments, Inc. and Montrose Investments Ltd.
4.3 Closing Warrant issued by Registrant to Montrose
Investments Ltd., dated as of November 19, 1999.
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4.4 Closing Warrant issued by Registrant to Strong River
Investments, Inc., dated as of November 19, 1999.
4.5 Adjustable Warrant issued by Registrant to Montrose
Investments Ltd., dated as of November 19, 1999.
4.6 Adjustable Warrant issued by Registrant to Strong
River Investments, Inc., dated as of November 19,
1999.
99.1 Press Release dated November 19, 1999.
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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.
NEOTHERAPEUTICS, INC.
Date: December 3, 1999 By: /S/ SAMUEL GULKO
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Samuel Gulko
Chief Financial Officer
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EXHIBIT INDEX
Exhibits Description
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4.1 Securities Purchase Agreement dated as of November
19, 1999, by and among Registrant, Strong River
Investments, Inc. and Montrose Investments Ltd.
4.2 Registration Rights Agreement dated as of November
19, 1999, by and among Registrant, Strong River
Investments, Inc. and Montrose Investments Ltd.
4.3 Closing Warrant issued by Registrant to Montrose
Investments Ltd., dated as of November 19, 1999.
4.4 Closing Warrant issued by Registrant to Strong River
Investments, Inc., dated as of November 19, 1999.
4.5 Adjustable Warrant issued by Registrant to Montrose
Investments Ltd., dated as of November 19, 1999.
4.6 Adjustable Warrant issued by Registrant to Strong
River Investments, Inc., dated as of November 19,
1999.
99.1 Press Release dated November 19, 1999.
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