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): January 18, 2002
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
Under a licensing agreement effective as of January 18, 2002, EntreMed,
Inc. (the "Company") entered into a five-year strategic alliance with Allergan
Inc. to develop and commercialize small molecule angiogenic inhibitors for
treatment and prevention of diseases and conditions of the eye. Under the terms
of a licensing agreement, Allergan will receive exclusive worldwide license to
commercialize Panzem. In return, the Company may receive up to $41 million in
the form of an equity investment, cash payments, and milestone payments.
In connection with the licensing agreement, Allergan purchased 728,863
Units from the Company at a purchase price of $6.86 per Unit. Each Unit consists
of one share of Common Stock and a warrant to purchase 0.15 shares of Common
Stock. The warrants have a term of five years and an exercise price per share
equal to $12.15 per share. Allergan will have certain registration rights
beginning one year after the closing of the transaction.
On January 23, 2002 the Company issued a press release relating to the
strategic alliance, a copy of which is 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 January 23, 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.
ENTREMED, INC.
(Registrant)
/s/ John W. Holaday
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John W. Holaday, Ph.D.
Chief Executive Officer
Date: January 31, 2002