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): April 5, 2007
ALTEON
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16043
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13-3304550
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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221
West Grand Avenue
Montvale,
New Jersey 07645
(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 (see
General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
April
5, 2007, Alteon Inc., a Delaware corporation (“we,” “us” or the “Company”)
entered into a Series B Preferred Stock 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 will issue and
sell
to the Buyers, and the Buyers will purchase from us, $25,000,000 of our newly
created Series B Preferred Stock, $0.01 par value per share (the “Series B
Preferred Stock”) and warrants to purchase shares of our Series B Preferred
Stock (the “Financing”). The Company’s Series A Preferred Stock, $0.01 par value
per share, has been reserved solely for issuance pursuant to the Company’s
previously announced stockholders’ rights plan.
Under
the
terms of the Agreement, the price per share at which the Series B Preferred
Stock will be sold is subject to a floor and ceiling cap. At the floor price,
and including the conversion of the notes as described below, Alteon may be
required to issue up to 500,000,000 shares of Series B Preferred Stock, at
a
price equal to 50% of the average closing price of the common stock for the
15
trading days immediately following the later of the 2007 annual meeting of
stockholders or implementation of a reverse stock split, subject to certain
floor and ceiling caps on the issue price, and
warrants to purchase up to 125,000,000 shares of its Series B Preferred
Stock,
exercisable for a five-year period from the date of issuance at the same price
per share that the Series B Preferred Stock is sold in the Financing.
Upon
the
closing of the Financing, the Senior Convertible Secured Promissory Notes,
in an
aggregate principal amount of $3,000,000, issued by Alteon pursuant to the
Note
and Warrant Purchase Agreement, dated January 11, 2007, by and among Alteon
and
the lenders named therein, plus all accrued but unpaid interest thereon, will
be
automatically converted pursuant to their terms into that number of shares
of
Series B Preferred Stock equal to the principal plus all accrued but unpaid
interest on the notes divided by the price per share at which the Series B
Preferred Stock is sold, and thereafter the notes will be of no further force
or
effect, and
the
warrants to purchase and aggregate of 25,734,453 shares of our common stock,
that were issued to certain purchasers in such financing will terminate and
be
of no further force or effect.
The
obligations of Alteon and the Buyers to complete the Financing are subject
to
the satisfaction or, to the extent legally permissible, waiver of certain
conditions. The more significant conditions include: (i) approval by the Alteon
stockholders of the issuance of securities in the Financing pursuant to the
Agreement; (ii) the approval by the Alteon stockholders and the consummation
of
the a reverse stock split of the Company’s issued and outstanding common stock
within a range of 1:45 to 1:55, with the final ratio to be determined by the
Board of Directors and reasonably acceptable to the Buyers; (iii) approval
by
the Alteon stockholders and the filing with the Secretary of State of the State
of Delaware of Alteon’s Amended and Restated Certificate of Incorporation; and
(iv) approval by the Alteon stockholders of an amendment to the Company’s equity
incentive plan in order to increase to the number of shares of common reserved
for issuance thereunder.
In
connection with the closing of the Financing, we will enter into a Registration
Rights Agreement with the Buyers. Under the terms of the Registration Rights
Agreement, we have agreed to file a registration statement with the Securities
and Exchange Commission for the resale of the shares of common stock issuable
upon conversion of Series B Preferred Stock issued in the Financing, as well
as
upon conversion of Series B Preferred Stock underlying the warrants sold in
the
Financing. Failure to file the registration statement in a timely manner will
result in payment by us to each investor of liquidated damages, subject to
limitations set forth in the Registration Rights Agreement. These liquidated
damages will also be 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
preceding descriptions of the Financing 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,
and
10.4 to this Current Report on Form 8-K and incorporated herein by
reference.
A
copy of
the press release announcing the Financing 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
disclosure provided above under Item 1.01 is incorporated herein by reference.
The securities issued to Buyers described under Item 1.01 will be 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
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(a),
(c),
(d), (e) and (f): Not applicable.
(b) On
April
6, 2007, Marilyn G. Breslow and Thomas A. Moore, each a member of the Board
of
Directors of the Company, notified the Company of their decision, for personal
reasons, not to stand for re-election at the next annual meeting of the
Company’s stockholders. The Company thanks Ms. Breslow and Mr. Moore for their
important contributions throughout the years.
Item
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
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10.1
Series B Preferred Stock and Warrant Purchase Agreement dated April
5,
2007
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10.2
Form of Amended and Restated Certificate of Incorporation to be entered
into following the closing of the Financing |
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10.3
Form of Registration Rights Agreement |
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10.4
Form of Preferred Stock Warrant |
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99.1
Press Release dated April 9, 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.
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ALTEON
INC.
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| Date: April
11, 2007 |
By: |
/s/ Noah
Berkowitz, M.D., Ph.D. |
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Noah
Berkowitz, M.D., Ph.D.
President
and Chief Executive Officer
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Exhibit
Index
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Exhibit
Number
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Description |
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10.1
Series B Preferred Stock and Warrant Purchase Agreement dated April
5,
2007
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10.2
Form of Amended and Restated Certificate of Incorporation to be entered
into following the closing of the Financing |
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10.3
Form of Registration Rights Agreement |
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10.4
Form of Preferred Stock Warrant |
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99.1
Press Release dated April 9, 2007 |