UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13A-16 AND L5D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (APRIL 4, 2002) DIVERSINET CORP. - -------------------------------------------------------------------------------- (Name of Registrant) 2225 Sheppard Avenue East, Suite 1700, Toronto, Ontario M2J 5C2 - -------------------------------------------------------------------------------- (Address of principal executive offices) 1. Press Release dated April 4, 2002 Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F Form 20-F X Form 40-F --------- --------- Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 YES NO XXX ------ ------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized DIVERSINET CORP. - SEC FILE NO.0-23304 -------------------------------------- (REGISTRANT) DATE: APRIL 4, 2002 BY: /s/ NAGY MOUSTAFA --------------------------------- NAGY MOUSTAFA, PRESIDENT & CEO DIVERSINET # OF SHARES ISSUED AND OUTSTANDING 31,600,584 FOR IMMEDIATE RELEASE: DIVERSINET COMPLETES US$3.11 MILLION PRIVATE PLACEMENT FINANCING TORONTO, CANADA, APRIL 4, 2002 - DIVERSINET CORP. (NASDAQ Small Cap: DVNT), a leading provider of mobile commerce (m-commerce) security infrastructure solutions, today announced that it has completed the issue and sale of 5,186,708 units in the capital of the Company at US$0.60 per unit for gross proceeds of US$3,112,022. Each unit is comprised of one (1) common share and three-quarters (3/4) of one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one (1) common share at a price of US$0.72 per common share for a period of up to three years. The common shares and the common shares issuable upon exercise of the Warrants cannot be re-sold in the public markets until a registration statement has been declared effective by the U.S. Securities and Exchange Commission. The shares were purchased primarily by institutional investors, and these funds will be used for working capital and general operations. ABOUT DIVERSINET CORP. Diversinet is a leading developer of advanced wireless security software, enabling mobile e-commerce (m-commerce) services with its wireless security infrastructure solutions. Diversinet's client/server security software facilitates digital signatures, authentication and encryption with PKI products specifically designed to perform optimally in wireless environments and devices. In October of 2001, Diversinet enabled the launch of the first public Certification Authority in the world to offer mobile individual and business digital certificates for consumer use. For more information on Diversinet, visit the company's web site at www.diversinet.com. ------------------ ### The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by the company) contains statements that are forward-looking, such as statements relating to anticipated future revenues of the company and success of current product offerings. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of the company. For a description of additional risks and uncertainties, please refer to the company's filings with the Securities and Exchange Commission. FOR MORE INFORMATION: David Hackett Chief Financial Officer, Diversinet Corp. Tel: (416) 756-2324, ext. 275 Or Sandra Lemaitre Marketing Communications Manager, Diversinet Corp. Tel: (416) 756-2324, ext. 324 Email: pr@diversinet.com -----------------