Page 1 of 4
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) - September 26, 1997
Advanced Viral Research Corp.
(Exact name of registrant as specified in its charter)
Delaware 33-2262-A 59-2646820
(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification No.)
1250 East Hallandale Beach Blvd.
Suite 501
Hallandale, Florida 33009
(Address or principal executive offices (zip code)
Registrant's telephone number, including area code: (954) 458-7636
NONE
(Former name or former address, if changed since last report)
Page 2 of 4
Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
On September 26, 1997 Advanced Viral Research Corp. ("ADVR")
sold $3,000,000 face amount of its ten-year 7% Convertible
Debenture to RBB Bank AG ("RBB") in an offshore transaction
pursuant to Regulation S under the Securities Act of 1933. The
Debenture is convertible into common shares of the Company
pursuant to a formula more particularly described in the
Debenture, a copy of which is attached hereto as Exhibit 4(h).
In connection with the aforesaid transaction, the Company
issued to RBB three Warrants to purchase its common stock,
each such Warrant entitling the holder to purchase 600,000
shares of the Company's common stock. The exercise prices of
the three Warrants are $0.20, $0.23 and $0.27 per Warrant
share, respectively. Each Warrant contains anti-dilution
provisions which provide for the adjustment of Warrant price
and Warrant shares as more particularly set forth therein. A
copy of the first of the three Warrants is attached hereto as
Exhibit 4(i) with the second and third being identical in all
respects except as set forth above.
Item 6. Resignation of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired
None
Page 3 of 4
(b) Pro forma financial information
None
(c) Exhibits
10(aa) Copy of Purchase and Sale agreement dated
September 26, 1997 between the Company and
RBB Bank AG.
4(h) The Company's 7% Convertible Debenture
4(i) The Company's Warrant to Purchase Common
Stock
Item 8. Change in Fiscal Year
Not Applicable
[This Space Intentionally Left Blank]
Page 4 of 4
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.
ADVANCED VIRAL RESEARCH CORP.
(Registrant)
By: /s/ William Bregman
--------------------------
William Bregman,
Secretary-Treasurer
Date: September 26, 1997
LIST OF EXHIBITS
10(aa) Copy of Purchase and Sale Agreement dated September 26, 1997
between the Company and RBB Bank AG
4(h) The Company's 7% Convertible Debenture
4(i) The Company's Warrant to Purchase Common Stock