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): December 13, 2005
IMMTECH INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 8733 39-1523370
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(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
150 Fairway Drive, Suite 150, Vernon Hills, Illinois 60061
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(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 3.02. Unregistered Sales of Equity Securities.
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Consummation of Private Placement
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On December 13, 2005, Immtech International, Inc. (the "Company") filed
with the Secretary of State of the State of Delaware a Certificate of
Designation Series E Convertible Preferred Stock ("Series E Certificate of
Designation") designating 167,000 shares of its preferred stock as Series E
Convertible Preferred Stock ("Series E Stock") and on December 13, 2005, the
company issued an aggregate of 133,600 shares of its Series E Stock and related
common stock warrants ("Warrants") to purchase 83,500 shares of common stock 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, as amended ("Securities Act").
The gross proceeds of the offering at closing was $3,340,000.
Pursuant to the terms of the Series E Convertible Preferred Stock
Subscription Agreement (the "Subscription Agreement"), at any time and from time
to time after the initial closing until 30 days after the effective date of a
registration statement covering the common stock underlying the Series E Stock
and Warrants, holders have the right to purchase additional Series E Stock up to
an amount equal to 25% of the number of shares purchased at the initial closing.
If the above-described option is exercised in its entirety, the Company will
receive gross proceeds, including the proceeds received at the closing, of
$4,175,000. The Warrants are exercisable over a three year term at an exercise
price of $10.00, subject to adjustment for stock splits, dividends and similar
events. The Series E Stock is subject to the terms and conditions of the
Certificate of Designation attached hereto as Exhibit 4.1. 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
Subscription Agreement and the Warrant, the Company has agreed to prepare and
file with the Securities and Exchange Commission within 30 days of the initial
closing a registration statement on Form S-3 covering the resale of the shares
of the Company's common stock issuable upon conversion of the Series E Stock,
exercise of the related Warrants and any dividends issuable upon the Series E
Stock. The terms of the private placements are more fully set forth in the
Series E Certificate of Designation, the form of Subscription Agreement and form
of Warrant attached hereto as Exhibits 4.1, 10.1 and 10.2, respectively.
Item 5.03 Amendment to Articles of Incorporation or Bylaws
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The Company has filed with the Secretary of State of the State of
Delaware the above described Series E Certificate of Designation to designate
167,000 of its preferred stock as Series E Convertible Preferred Stock. The
Company also filed with the Secreatry of State of the State of Delaware on
December 14, 2005, a Certificate of Correction to its Amended and Restated
Certificate of Incorporation to restate its prior outstanding series of
preferred stock. The Certificate of Correction to its Amended and Restated
Certificate of Incorporation is attached hereto as Exhibit 4.2.
Item 9.01 Financial Statements and Exhibits
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(d) The following exhibits are filed with this report:
Exhibit Number Description
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4.1 Certificate of Designation Series E Convertible Preferred
Stock
4.2 Certificate of Correction to Amended and Restated Certificate
of Incorporation
10.1 Form of Series E Convertible Preferred Stock Subscription
Agreement
10.2 Form of Common 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
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Name: T. Stephen Thompson
Title: Chief Executive Officer and
President
Dated: December 14, 2005