Unassociated Document
UNITED
STATES 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): September 13,
2006
ALTEON
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation)
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001-16043
(Commission
File Number)
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13-3304550
(IRS
Employer Identification
No.)
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6
Campus Drive
Parsippany,
New Jersey 07054
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On
September 13, 2006, Alteon Inc. (“Alteon”) announced that it has signed
binding agreements for a private placement of Units, consisting of common stock
and warrants, for net proceeds, after expenses and fees, of approximately
$1.3 million. Each Unit consists of one share of Alteon common stock and
one warrant to purchase one share of Alteon common stock, comprising a total
of
approximately 9.5 million shares of Alteon common stock and warrants to purchase
approximately 9.5 million shares of Alteon common stock. The offering was made
to accredited investors, as defined in and pursuant to an exemption from
registration under Regulation D promulgated under the Securities Act of 1933,
as
amended.
Under
the
terms of the Securities Purchase Agreement, the Units were sold at a price
of
$0.15 per Unit, and the warrants are exercisable for a period of five years,
commencing six months from the date of issuance, at an exercise price of $0.1875
per share.
Under
the
terms of the Registration Rights Agreement, Alteon has agreed to file a
registration statement with the U.S. Securities and Exchange Commission for
the
resale of the shares of common stock and the shares of common stock underlying
the warrants sold in the private placement within 30 days of the closing.
Failure to file the registration statement in a timely manner will result in
payment by Alteon to each investor of liquidated damages, subject to certain
limitations set forth in the Registration Rights Agreement. Such liquidated
damages are also payable in the event that the resale registration statement
has
not been declared effective within certain time periods or if sales cannot
be
made pursuant to the registration statement following its effectiveness, each
as
described in the Registration Rights Agreement.
The
terms
of the Securities Purchase Agreement, the Registration Rights Agreement and
the
form of Warrant issued in the transaction are incorporated by reference herein
from the agreements attached hereto as Exhibits 10.1, 10.2 and 10.3,
respectively.
A
copy of
the press release announcing the execution of the definitive agreements for
the
private placement is attached as Exhibit 99.1 to this current report and is
incorporated herein by reference.
ITEM
3.02
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UNREGISTERED
SALES OF EQUITY
SECURITIES.
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The
private placement described above under Item 1.01 closed on September 13, 2006.
The disclosure provided above under Item 1.01 is incorporated herein by
reference.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
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Exhibits.
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10.1
Form of Securities Purchase Agreement dated September 13,
2006.
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10.2
Form of Registration Rights Agreement dated September 13,
2006.
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10.3
Form of Common Stock Purchase Warrant.
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99.1
Press Release dated September 13,
2006.
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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.
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ALTEON
INC.
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Date:
September 19, 2006
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/s/
Noah Berkowitz
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Noah
Berkowitz, M.D., Ph.D.
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President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit |
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Number |
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Description |
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10.1
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Form
of Securities Purchase Agreement dated September 13,
2006.
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10.2
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Form
of Registration Rights Agreement dated September 13,
2006.
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10.3 |
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Form
of Common Stock Purchase Warrant.
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99.1 |
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Press
Release dated September 13,
2006.
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