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) October 17, 2002
Biokeys Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation)
000-33219 84-1318182
Commission File Number (I.R.S. Employer
Identification Number)
9948 Hibert Street, Suite 100
San Diego, California 92131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 271-9671
Item 5. Other Events
On October 17, 2002, the Registrant issued a press release announcing that
if had consummated the sale of a total of 61,300 shares of its Series C
Convertible Preferred Stock to 17 investors. The Registrant received aggregate
gross proceeds of $393,000 in cash and cancellation of $220,000 of outstanding
debt for the sale of such shares. The shares of Series C Convertible Preferred
Stock are convertible at any time after March 1, 2003 by the holders thereof
into shares of Common Stock of the Registrant at the initial conversion rate of
200 shares of Common Stock per share of Series C Convertible Preferred Stock.
All outstanding shares of Series C Convertible Preferred Stock will
automatically convert into shares of Common Stock on June 30, 2003 at the
then-current conversion rate.
In connection with the Series C financing, the Registrant and five of the
purchasers of Series C Convertible Preferred Stock executed amendments to
warrants to purchase a total of 375,000 shares of Common Stock held by such
purchasers. Pursuant to the amendments, the per share exercise price of each
warrant was reduced to $0.50. Prior to the execution of the amendments, each of
these warrants had a per share exercise price of $4.00 through December 31,
2002, and thereafter a per share exercise price equal to the higher of $2.50 or
the average closing price of the Common Stock during the 20 trading days prior
to December 31, 2002, not to exceed $4.00.
The Registrant also announced that, in connection with the purchase and
sale of the Registrant's Series C Convertible Preferred Stock, M. Ross Johnson,
Ph.D., Nicholas Jon Virca and Evan M. Levine joined the Registrant's Board of
Directors and that Dr. Johnson will serve as Chairman of the Board of
Directors. The Registrant announced that Mr. Virca was appointed Chief
Executive Officer of the Registrant, and Mr. Levine was appointed Interim Chief
Operating Officer of the Registrant. Dr. Johnson, Mr. Levine, and Louis R. Reif
have been named to both the Compensation Committee and Audit Committee of the
Board of Directors of the Registrant. Robert Whitworth has resigned from the
Registrant's Board of Directors effective October 7, 2002.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
99.1. Press Release of the Registrant dated October 17, 2002.
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.
BIOKEYS PHARMACEUTICALS, INC.
BY: /s/ Nicholas J. Virca
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NAME: Nicholas J. Virca
TITLE: Chief Executive Officer
October 18, 2002