UNITED STATES
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 October 7, 2004)
PHARMAFRONTIERS CORP.
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(Exact name of registrant as specified in its charter)
TEXAS
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(State or other jurisdiction of incorporation)
000-25513 760333165
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(Commission File Number) (I.R.S. Employer Identification No.)
18205 Burkhardt Rd., Tomball Texas, 77377
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(Address of principal executive offices, including zip code)
(281) 272-9331
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(Registrant's telephone number, including area code)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 7, 2004, PharmaFrontiers Corp., a Texas corporation (the
"Company") entered into an Agreement and Plan of Reorganization ("Merger
Agreement"). Pursuant to the Merger Agreement, the Company's wholly owned
subsidiary, Pharma Acquisition Corp., a Delaware corporation, will merge (the
"Merger") with and into Opexa Pharmaceuticals, Inc., a Delaware corporation
("Opexa"). Following the consummation of the Merger, Opexa will be the surviving
corporation in the Merger and a wholly owned subsidiary of the Company.
The shareholders of Opexa will be issued 2.5 million shares of the
Company's common stock in exchange for all of the outstanding shares of capital
stock of Opexa as of the closing of the Merger. Prior to the closing, each
Opexa option shall be either accelerated and exercised or terminated and each
Opexa warrant shall be terminated.
Upon the closing of the merger, assuming no issuance by the Company of any
of its shares of common stock from the date hereof until closing, the Company
will have 9,866,838 shares outstanding of which shareholders of Opexa will own
approximately 25%.
Concurrently with the execution of the Merger Agreement and as a condition
and inducement to Company's willingness to enter into this Merger Agreement,
certain shareholders owning in excess of 50% of Opexa common stock entered into
voting agreements with the Company to (i) approve the Merger Agreement and the
Merger, (ii) vote in favor of any matter that could reasonably be expected to
facilitate the Merger, and (iii) vote against any acquisition proposal.
The Merger Agreement also provides that the shares of Company common stock
issued to Opexa will be subject to a three-year contractual restriction
precluding transfer, assignment, disposition, hypothecation, engaging in short
sales or any hedging activity as follows: for a period of one year from the
execution of the Merger Agreement, no shares can be transferred; thereafter,
during each subsequent three month period, each Opexa holder can transfer an
amount equal to one-eighth of the shares of Company common stock issued to such
Opexa holder hereunder.
The Company agreed to loan Opexa up to $200,000 for working capital
purposes on the date of the Merger Agreement, which note shall mature at the
earlier of closing or termination and shall be secured by all of Opexa's assets,
except its intellectual property.
The Company and certain Opexa shareholders entered into a one-year escrow
agreement where certain Opexa shareholders agreed to escrow a total of 250,000
shares of Company common stock to be used to satisfy Opexa's indemnification
obligation as described in the Merger Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBIT
(c) Exhibits
The following exhibits are to be filed as part of this 8-K:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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2.1 Agreement and Plan of Reorganization among PharmaFrontiers Corp., Pharma
Acquisition Corp., and Opexa Pharmaceuticals, Inc. dated as of October 7, 2004 (the
exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K
and will be provided to the Securities and Exchange Commission upon request).
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.
PHARMAFRONTIERS CORP.
By: /s/ David McWilliams
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David McWilliams, Chief Executive Officer
DATE: October 7, 2004
EXHIBIT INDEX
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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2.1 Agreement and Plan of Reorganization among PharmaFrontiers Corp., Pharma
Acquisition Corp., and Opexa Pharmaceuticals, Inc. dated as of October 7, 2004.