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 1, 2002
L.A.M. PHARMACEUTICAL, CORP.
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(Exact name of Registrant as specified in its charter)
Delaware 0-30641 52-2278236
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
800 Sheppard Avenue West, Commercial Unit 1,
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Toronto, Ontario, Canada M3H 6B4
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (877) 526-7717
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N/A
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(Former name or former address if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
Convertible Notes and Series F Warrants
On November 1, 2002, L.A.M. sold convertible notes, plus Series A, B, C
and D warrants, to a group of private investors for $500,000. The notes do not
bear interest, are unsecured and are payable on November 1, 2005.
At the holder's option the notes are convertible into shares of L.A.M.'s
common stock equal in number to the amount determined by dividing each $1,000 of
note principal to be converted by the Conversion Price. The initial Conversion
Price is $0.29.
If L.A.M. sells any additional shares of common stock, or any securities
convertible into common stock at a price below the then applicable Conversion
Price, the Conversion Price will be lowered to the price at which the shares
were sold or the lowest price at which the securities are convertible, as the
case may be.
L.A.M. has agreed to file a registration statement with the Securities and
Exchange Commission in order that the shares of common stock issuable upon the
conversion of the notes or the exercise of the warrants may be resold in the
public market.
Until 180 days after the effective date of the registration statement
which L.A.M. has agreed to file the note holders will have a first right of
refusal to participate in any subsequent financings involving L.A.M.
Upon the occurrence of any of the following events L.A.M. is required to
redeem the notes at a price equal to 120% of then outstanding principal balance
of the notes:
- the suspension from listing or the failure of L.A.M.'s common
stock to be listed on the OTC Bulletin Board for a period of five
consecutive trading days; or
- the registration statement which L.A.M. has agreed to file is not
effective by March 31, 2003
- the effectiveness of the registration statement lapses for any
reason or the registration statement is unavailable to the note
holders and the lapse or unavailability continues for a period of
fifteen consecutive trading days, or 25 non-consecutive trading
days during any twelve month period, provided the cause of the
lapse or unavailability is not due to factors primarily within
the control of the note holders.
- any representation or warranty made by L.A.M. to the note holders
proves to be materially inaccurate or L.A.M. fails to perform any
material covenant or condition in its agreement with the note
holders.
- a purchase, tender or exchange offer accepted by the holders of
more than 33% of L.A.M.'s outstanding shares of common stock.
- L.A.M. files for protection from its creditors under the federal
bankruptcy code.
The Series A warrants allow the holders to purchase 426,136 shares of
L.A.M.'s common stock at a price of $0.35 per share at any time prior to
November 1, 2007.
If L.A.M. sells any additional shares of common stock, or any securities
convertible into common stock at a price below the then applicable warrant
exercise price, the exercise price of the Series A warrants will be lowered to
the price at which the shares were sold or the lowest price at which the
securities are convertible, as the case may be.
The Series B warrants allow the holders to purchase 937,500 shares of
L.A.M.'s common stock at a price of $0.80 per share at any time prior to
November 1, 2007. Within two days after the end of any period of ten consecutive
days that the closing bid price of L.A.M.'s common stock has exceeded $1.20,
L.A.M. has the right, upon 15 days advance written notice to the holders of the
Series B warrants, to force the holders to exercise the unexercised portion of
the Series B warrants.
The Series C warrants allow the holders to purchase 625,000 shares of
L.A.M.'s common stock at a price of $1.20 per share at any time prior to
November 1, 2007. Within two days after the end of any period of ten consecutive
days that the closing bid price of L.A.M.'s common stock has exceeded $2.00,
L.A.M. has the right, upon 15 days advance written notice to the holders of the
Series C warrants, to force the holders to exercise the unexercised portion of
the Series C warrants.
The Series D warrants allow the holders to purchase 468,750 shares of
L.A.M.'s common stock at a price of $1.60 per share at any time prior to
November 1, 2007. Within two days after the end of any period of ten consecutive
days that the closing bid price of L.A.M.'s common stock has exceeded $2.50,
L.A.M. has the right, upon 15 days advance written notice to the holders of the
Series D warrants, to force the holders to exercise the unexercised portion of
the Series D warrants.
L.A.M.'s right to force the warrant holders to exercise the Series, B, C
and D warrants is subject to a number of conditions, including the following:
- there is in effect a registration statement which the holders may
use to sell the shares issuable upon the exercise of the
warrants.
- L.A.M.'s common stock is listed for trading on the OTC Bulletin
Board
The exercise price of the Series B, C and D warrants is not subject to
adjustment except in the case of stock splits, consolidations and similar
transactions.
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.
Date: November 1, 2002
L.A.M. PHARMACEUTICAL,CORP.
By: /s/ Joseph Slechta
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Joseph Slechta, President