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): February 1, 1999
VIMRx Pharmaceuticals Inc.
(Exact name of registrant as specified in charter)
Delaware 0-19153 06-1192468
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2751 Centerville Road, Suite 210, Wilmington, Delaware 19808
(Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 998-1734
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On February 1, 1999, VIMRx Pharmaceuticals Inc. (the "Registrant") issued a
press release announcing that Nexell Therapeutics Inc., a subsidiary of the
Registrant, completed its acquisition of essentially all of CellPro
Incorporated's research, intellectual property, patents, antibodies and related
cell banks, and licensed rights, in exchange for 1,882,215 registered shares of
Common Stock, $.001 par value, of the Registrant. A copy of the press release is
attached as Schedule A hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
VIMRX Pharmaceuticals Inc.
(Registrant)
By: /s/ Francis M. O'Connell
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Francis M. O'Connell
Chief Financial Officer
Dated: February 4, 1999
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Schedule A
Press Release of VIMRX Pharmaceuticals Inc.
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NEXELL ACQUIRES CELLPRO ASSETS
Launches New Diagnostics Division
Irvine, CA, February 1, 1999 -- Nexell Therapeutics Inc., a subsidiary of VIMRX
Pharmaceuticals Inc. (NASDAQ:VMRX), announced today the completion of its
acquisition of essentially all of CellPro Incorporated's research, intellectual
property, patents, antibodies and related cell banks, and licensed rights, in
exchange for $3 million in VIMRX securities. Based on the diagnostic assets and
products acquired in this transaction, Nexell is launching a new diagnostics
division, effective immediately.
"The acquired assets complement and expand Nexell's technology portfolio," said
L. William McIntosh, president and CEO of Nexell Therapeutics. "With the
diagnostic products acquired from CellPro, we are launching a new division to
support the development and marketing of innovative technologies to detect
minimal residual disease tumor cells."
In this transaction, 1,882,215 registered shares of VIMRX common stock with
limitations are issued to CellPro. The total number of shares is based on a
pricing formula of approximately $1.59, which was the average closing price for
the 15 business days which ended three days prior to the closing of the
agreements. Nexell did not acquire CellPro's cash, accounts receivable or
manufacturing facilities, and assumed only limited CellPro liabilities.
Nexell Launches New Diagnostics Division.
The new division of Nexell will focus on the development of diagnostic
technologies to assist oncologists and pathologists to more accurately detect
and measure low numbers of residual tumor cells to improve cancer treatment.
Tumor cells can exist in very low numbers in bone marrow and peripheral blood,
and can be associated with relapse. Nexell's first product, the
ImmunoCytoChemistry Staining Kit, was initially developed and marketed by
CellPro to specialize in the sensitive detection of epithelial-derived tumor
cells (such as breast, prostate, ovarian, lung and colon).
"We will provide clinicians and researchers an accurate and sensitive diagnostic
kit to support their efforts in monitoring the presence of residual tumor cells
in patients," said Mr. McIntosh. "Recent research from a number of institutions
has shown that low numbers of tumor cells can remain present in autologous stem
cell grafts, and that stem cell selection technologies can remove these cells
several hundred to thousand fold."
The ImmunoCytoChemistry Staining Kits are FDA Class I exempt. Nexell plans to
commence marketing of the diagnostic kits later this year.
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Amy Ross, Ph.D., Named Vice President, Nexell Diagnostics.
Nexell named Amy Ross, Ph.D., as the vice president of Diagnostics, responsible
for the development of diagnostic products. Most recently, Dr. Ross served as
senior director of CellPro's Diagnostic Business Unit where she established
CellPro's MRDx Diagnostics clinical laboratory. Previously, Dr. Ross was the
director of Research and Development of Biologic and Immunologic Science
Laboratories.
Dr. Ross received a B.A. degree with honors in Psychobiology from California
State University and a Ph.D. in Experimental Pathology from the University of
Southern California. She has presented at numerous scientific forums and has
published in many scientific publications. In 1993, Dr. Ross' paper in the
journal Blood was the first study to document the presence and growth of tumor
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cells isolated from the peripheral blood of breast cancer patients. Most
recently, her research has focused on methods to isolate and characterize rare
tumor cells present in the peripheral blood. She brings to Nexell a Phase II
SBIR grant to further study this phenomenon in breast, prostate and lung cancer
patients.
Nexell Therapeutics Inc.
Nexell Therapeutics Inc., a majority subsidiary of VIMRX Pharmaceuticals Inc.
(NASDAQ: VMRX), is a biotechnology company formed with Baxter Healthcare
Corporation, the principal domestic operating subsidiary of Baxter International
Inc. Nexell is developing and marketing ex vivo cell therapies and innovative
diagnostics for cancer, autoimmune, metabolic and genetic diseases. Nexell's
lead product, the Isolex(R) Cell Selection System, is marketed in a number of
countries and is currently under final review by the FDA in the United States.
In addition, Nexell markets an extensive line of cell therapy preparation,
storage and expansion products including the Cryocyte(TM) and Lifecell(R)
brands.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. The forward-looking statements contained
in this release are subject to certain risks and uncertainties. Actual results
could differ materially from current expectations. Among the factors which could
affect the Company's actual results and could cause results to differ from those
contained in the forward-looking statements contained herein are: the timely
commencement and success of the Company's clinical trials and other research
endeavors, delays in receiving FDA or other regulatory approvals, the
development of competing therapies and/or technologies, the terms of any future
strategic alliances, the possible need for additional capital, and any
additional factors described from time to time in the Company's periodic reports
on Form 10-K and 10-Q, and any prospectus describing the Company's securities.
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