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): December 18, 2001
ENTREMED, INC.
(Exact name of issuer as specified in charter)
Delaware 20713 581959440
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
9640 Medical Center Drive
Suite 200
Rockville, MD
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(Address of principal executive offices)
20850
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(Zip code)
(301) 217-9858
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(Registrant's telephone number, including area code)
Item 5. Other Events
As of December 18, 2001, EntreMed, Inc. (the "Company") completed the sale
of 2,921,627 shares of its common stock, par value $.01 per share (the "Common
Stock"), and warrants to purchase up to 730,413 shares of Common Stock (the
"Warrants") in a private placement to certain accredited investors. The offering
resulted in gross proceeds to the Company, prior to the deduction of fees and
commissions, of approximately $22.6 million. The net proceeds from the offering
will be used by the Company for working capital needs and other general
corporate purposes.
The Warrants are exercisable until December 18, 2006, at an exercise price
per share of $11.81. The exercise price and the number of shares of Common Stock
issuable upon exercise of a Warrant are both subject to adjustment in certain
circumstances which would otherwise have the effect of depriving the Warrant
holders of the benefit of all or a portion of the purchase rights evidenced by
the Warrants. In addition, if the Common Stock trades above 250% of the then
applicable exercise price for twenty consecutive trading days, the Company will
have the ability, after giving notice to the stockholders, to call the Warrants.
In connection with the private placement, the Company entered into a
registration rights agreement with the purchasers of the Common Stock and
Warrants, pursuant to which the Company agreed to register for resale under the
Securities Act of 1933 all of the shares of Common Stock issued in the private
placement, as well as shares of Common Stock issuable upon the exercise of the
Warrants.
On December 19, 2001, the Company issued a press release relating to the
offering, a copy of which is also included as an exhibit to this report and
incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Text of Press Release, dated December 19, 2001.
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.
ENTREMED, INC.
(Registrant)
/s/ John W. Holaday
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John W. Holaday, Ph.D.
Chief Executive Officer
Date: December 19, 2001