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 14, 2002
IMMTECH INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 8733 39-1523370
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
150 Fairway Drive, Suite 150, Vernon Hills, Illinois 60061
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (847) 573-0033
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 5. Other Events.
(A) Consummation of Private Placements
On February 14, 2002, Immtech International, Inc. ("Immtech") issued an
aggregate of 154,700 shares of its Series A Convertible Preferred Stock ("Series
A Preferred Stock") and 386,750 related Warrants in private placements to
certain accredited and non-United States investors in reliance on Regulation D
and Regulation S, respectively, under the Securities Act of 1933 ("Securities
Act"), as amended. The gross proceeds of the offering are $3,867,500. The Series
A Preferred Stock is subject to the terms and conditions of the Certificate of
Designation attached hereto as Exhibit 4.1. The Warrants are subject to the
terms and conditions of the Form of Stock Purchase Warrant attached hereto as
Exhibit 10.3. The securities were sold pursuant to exemptions from registration
under the Securities Act and have not been registered under the Securities Act.
They may not be offered, sold, pledged or otherwise transferred by the
purchasers in the absence of registration or an applicable exemption therefrom.
Pursuant to the terms of the Certificate of Designation, the Company has agreed
to prepare and file with the Securities and Exchange Commission a registration
statement on Form S-3 covering the resale of the shares of Common Stock issuable
pursuant to the terms of the Series A Preferred Stock and related Warrants. The
terms of the private placements are more fully set forth in the Forms of
Regulation D Subscription Agreement and Regulation S Subscription Agreement
attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
(c) The following exhibits are filed with this report:
EXHIBIT NUMBER DESCRIPTION
-------------- -------------------------------------------
4.1 Certificate of Designation
10.1 Form of Regulation D Subscription Agreement
10.2 Form of Regulation S Subscription Agreement
10.3 Form of Stock Purchase Warrant
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.
IMMTECH INTERNATIONAL, INC.
By: /s/ T. Stephen Thompson
-----------------------------
Name: T. Stephen Thompson
Title: Chief Executive Officer and
President
Dated: February 14, 2002