SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 24, 2001
AMERIMMUNE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-22865 84-1044910
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
21550 Oxnard Street, Suite 830
Woodland Hills, California 91367
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (818) 676-0404
Exhibit Index on Page: N/A
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
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CANCELLATION OF CERTAIN SHARES
Amerimmune, Inc ("Amerimmune"), a wholly-owned subsidiary of
Amerimmune Pharmaceuticals, Inc. (the "Company"), Allen D. Allen ("Allen")
and CytoDyn of New Mexico, Inc. ("CytoDyn" and collectively with Allen
"Inventor") entered into a Conditional License Agreement dated February 24,
2000. Pursuant to the terms of the Conditional License Agreement, (i)
Inventor was obligated to transfer to Amerimmune or its designee any shares
of the Company received from Three R Associates or its shareholders, and
(ii) Amerimmune agreed to pay Inventor's "incremental costs and expenses"
in acquiring such shares of Company Common Stock.
In September 2001, Inventor acquired 9,778,604 shares of Company
Common Stock (the "Shares") from Three R Associates (or its successors) in
connection with the settlement of certain disputes among them and incurred
certain costs and expenses in acquiring such shares.
Effective September 24, 2001, the Company and Amerimmune entered into
a Release and Satisfaction of Obligation (the "Release Agreement") with
Inventor pursuant to which Inventor transferred the Shares to the Company
for cancellation and the Company paid an aggregate of $40,000 to Inventor
for settlement of any claims of Inventor for payment of fees and costs
incurred by Inventor in connection with acquiring the Shares from Three R
Associates (or its successors).
Effective September 24, 2001, the Shares were cancelled and, as of
such date, the total number of issued and outstanding shares of the
Company's common stock had been reduced from 43,042,856 to 33,264,252.
ISSUANCE OF WARRANTS
In July 2001, the Company entered into a Warrant Purchase Agreement
("Warrant Agreement") with Maya LLC ("Maya"), a limited liability company
of which Rex H. Lewis, the Company's president and chief executive officer,
is the manager. The Warrant Agreement stipulates that Maya LLC will
purchase an initial Warrant for $125,000 and will be entitled to purchase
additional Warrants in up to three separate closings of no less than
$125,000 per closing during the 12-month period ending in July 2002. As of
September 30, 2001, Maya had purchased $250,000 of Warrants pursuant to the
Warrant Agreement. Each Warrant has an exercise price of $.20 per share of
common stock, and expires 10 years from the date of issuance of the
Warrant.
The number of shares of common stock underlying the Warrants purchased
by Maya was not initially determined at the time of purchase and was to be
calculated using a valuation of the Warrants prepared by an independent
valuation consultant. The independent valuation was completed in July,
2001 and indicated that each Warrant to purchase one share of common stock
had a value of $.02. Accordingly, Warrants to purchase an aggregate of
12,500,000 shares (e.g. $250,000 divided by the $.02 per Warrant valuation)
have been issued to Maya to date.
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SIGNATURE
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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.
AMERIMMUNE PHARMACEUTICALS, INC.
(Registrant)
Date: October 8, 2001 By: /s/ Deborah Garrett Kalof
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Deborah Garrett Kalof, M.B.A., C.P.A.
Chief Financial Officer
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