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
October 25, 2007
Date of Report (Date of earliest event reported)
IMARX THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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(State
or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number) |
1635 East 18th Street
Tucson, AZ 85719-6803
(Address of principal executive offices)
(520) 770-1259
(Registrant’s telephone number, including area code)
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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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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On October 25, 2007, we entered into a Note Extension and Amendment Agreement (the
“Agreement”) with Abbott Laboratories (“Abbott”) and LaSalle Bank National Association (the “Escrow
Agent”) that amended the terms of (a) the $15 million
non-recourse promissory note, dated April 25,
2006, that we issued to Abbott in connection with our acquisition of Abbokinase® (the “Note”) and
(b) the Escrow Agreement, dated April 25, 2006, that we entered into with Abbott and the Escrow
Agent. The escrow account is funded by a portion of the proceeds of sales of Abbokinase, and
secures repayment of the Note.
Under the Agreement, the maturity date of the Note was extended from December 31, 2007 to
March 31, 2008. In addition, the final date for distribution to Abbott of amounts held in escrow
to secure repayment of the Note was extended from December 31, 2007 until March 31, 2008.
In connection with the execution of the Agreement, we instructed the Escrow Agent to pay to
Abbott the existing $4,779,665.67 balance, as of October 25, 2007, of the escrow fund under the
Escrow Agreement. This payment was applied first to accrued and unpaid interest under the Note and
then to a reduction in the outstanding principal of the Note. After such payment, the outstanding
principal amount of the Note was $11,571,567.21. All other terms of the Note and the Escrow
Agreement remain unchanged.
A copy of the Agreement is attached as Exhibit 10.1 to this current report on Form 8-K and is
incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Note Extension and Amendment Agreement, dated October 25, 2007, by and among ImaRx
Therapeutics, Inc., Abbott Laboratories and LaSalle Bank National Association. |
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