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):
|
|
January
11, 2007
|
ALTEON
INC.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-16043
|
|
13-3304550
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
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
Not
Applicable
______________________________________________
Former
name or former address, if changed since last report
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:
o
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
o
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Item
1.01 Entry into a Material Definitive Agreement.
On
January 11, 2007, Alteon Inc., a Delaware corporation (“we,” “us” or the
“Company”) entered into a Note and Warrant Purchase Agreement (the “Agreement”)
with institutional investors that are experienced in the biotechnology
industry (the
“Buyers” and together with the Company, the “Parties”). Pursuant to the terms
and subject to the conditions contained in the Agreement, we issued and sold
to
the Buyers, and the Buyers purchased from us, $3,000,000 principal amount of
senior convertible secured promissory notes (the “Notes”). Each Note accrues
interest at a rate of 8% per annum and the principal and interest on the Note
are due and payable, if not converted, on May 31, 2007. The Notes will
automatically be converted into any security that is issued by the Company
to
the Buyers and other potential investors in connection with a proposed private
preferred stock and warrant financing of up to $20 million that is currently
being negotiated. The closing of any such additional financing, which the
Company anticipates will be done at a discount from the market price, will
be
subject to stockholder approval. In addition, at the option of the Buyers,
the
Notes may be converted into any security that is sold by the Company in any
other financing on or prior to May 31, 2007. If the Notes have not been repaid
or converted prior to May 31, 2007, we will be obligated to repay the
outstanding principal amount plus any accrued but unpaid interest as well as
(i)
an additional $1,000,000 and (ii) fifteen percent (15%) of any amount received
from financing, sale or licensing transactions completed prior to June 30,
2008,
subject to a cap of $2,000,000 in the aggregate. Finally, at the option of
the
Buyers, unless otherwise converted, the Notes may be converted into shares
of
our common stock, $0.01 par value per share (the “Common Stock”), at a price
equal to the closing price of the Common Stock on January 11, 2007.
In
connection with the Agreement, we also issued to the Buyers warrants to purchase
25,734,453 shares of our Common Stock for a period of five years commencing
on January 11, 2007 at an exercise price of $0.01 per share (the “Warrants”).
The Warrants will be exercisable starting as of May 31, 2007, unless the Notes
are converted prior to such date, in which case the Warrants will
expire.
Contemporaneously
with the execution and delivery of the Agreement and the issuance by us to
the
Buyers of the Notes and the Warrants, the Parties executed (i) a Security and
Guaranty Agreement (the “Security Agreement”), pursuant to which we and our
wholly owned subsidiary HaptoGuard, Inc., agreed to provide to the Buyers a
first priority security interest in certain Collateral (as this term is defined
in the Security Agreement) to secure our obligations under the Agreement and
the
Notes, and (ii) an Intellectual Property Security Agreement (“Intellectual
Property Security Agreement”), pursuant to which we and our wholly owned
subsidiary HaptoGuard, agreed to provide to Buyer a first priority security
interest in certain IP Collateral (as this term is defined in the Intellectual
Property Security Agreements) to secure our obligations under the Agreement
and
the Notes.
Contemporaneously
with the execution and delivery of the Agreement,
the
Parties entered into a Registration Rights Agreement (the “Registration Rights
Agreement”). 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 underlying the warrants
and the Notes sold in the private placement by April 30, 2007. 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.
In
addition, in connection with the execution and delivery of the Agreement, the
Company amended that certain Amended and Restated Stockholder Rights Agreement
dated as of July 27, 2005 (the “Rights Agreement”) to provide that the Buyers
would not be deemed Acquiring Persons (as defined in the Rights Agreement)
and
that the purchase of the notes and warrants by the Buyers would not be deemed
to
trigger a Stock Acquisition Date or a Distribution Date (each as defined in
the
Rights Agreement).
The
preceding descriptions of the offering and the agreements related thereto do
not
purport to be complete and are qualified in their entirety by reference to
the
agreements, copies of which are attached as Exhibits 10.1, 10.2, 10.3, 10.4,
10.5, 10.6 and 10.7 to this Current Report on Form 8-K and incorporated herein
by reference.
A
copy of
the press release announcing the offering and entry into the related agreements
is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated
herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
agreements relating to the offering described above under Item 1.01 were entered
into on January 11, 2007. The disclosure provided above under Item 1.01 is
incorporated herein by reference. The securities issued to the parties described
under Item 1.01 have been issued without registration with the Securities and
Exchange Commission in reliance on the exemption from such registration provided
under Section 4(2) of the Securities Act.
Item
9.01 Financial Statements and Exhibits.
|
10.1
|
Note
and Warrant Purchase Agreement dated January 11,
2007.
|
|
10.2 |
Security
Agreement dated January 11, 2007.
|
|
|
|
|
10.3 |
Intellectual
Property Security Agreement dated January 11, 2007.
|
|
|
|
|
10.4 |
Registration
Rights Agreement dated January 11, 2007.
|
|
|
|
|
10.5
|
Form
of Senior Convertible Secured Note relating to the Note and Warrant
Purchase
Agreement.
|
|
|
|
|
10.6 |
Form
of Common Stock Purchase Warrant relating to the Note and Warrant
Purchase
Agreement.
|
|
|
|
|
10.7 |
Amendment
No.1 to Amended and Restated Stockholder Rights Agreement dated
January 11, 2007.
|
|
|
|
|
99.1 |
Press
Release dated January 11, 2007.
|
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.
|
|
|
|
|
|
|
Alteon
Inc.
|
|
|
|
|
|
January
16, 2007
|
|
By:
|
|
Noah
Berkowitz
|
|
|
|
|
/s/
Noah Berkowitz
|
|
|
|
|
Name:
Noah Berkowitz, MD, PhD
|
|
|
|
|
Title:
President and Chief Executive Officer
|
EXHIBIT
INDEX
|
10.1
|
Note
and Warrant Purchase Agreement dated January 11,
2007.
|
|
10.2 |
Security
Agreement dated January 11, 2007.
|
|
|
|
|
10.3 |
Intellectual
Property Security Agreement dated January 11, 2007.
|
|
|
|
|
10.4 |
Registration
Rights Agreement dated January 11, 2007.
|
|
|
|
|
10.5
|
Form
of Senior Convertible Secured Note relating to the Note and Warrant
Purchase
Agreement.
|
|
|
|
|
10.6 |
Form
of Common Stock Purchase Warrant relating to the Note and Warrant
Purchase
Agreement.
|
|
|
|
|
10.7 |
Amendment
No.1 to Amended and Restated Stockholder Rights Agreement dated
January 11, 2007.
|
|
|
|
|
99.1 |
Press
Release dated January 11, 2007.
|