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 15, 2005
PROTEIN POLYMER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19724 33-0311631
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
10655 Sorrento Valley Road, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 558-6064
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 1, 2005, Protein Polymer Technologies, Inc. (the
"Company") entered into a Securities Purchase Agreement (the "Purchase
Agreement"), dated as of March 31, 2005, by and among the Company and the
investors listed on Annex A-1 to the Purchase Agreement. The details of the
Purchase Agreement as called for by this Item 1.01 are fully set forth in Item
1.01 to the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 7, 2005 and is incorporated herein by reference in
its entirety.
On or about April 15, 2005, the Company, in a final closing
pursuant to the Purchase Agreement (the "Subsequent Closing"), sold an aggregate
of 10,827,955 shares to the Investors listed on Annex A-2, attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K, for an aggregate purchase price
of $3,573,225.32. As part of the transaction, the Company also issued to the
Investors warrants (collectively, the "Subsequent Warrants") having terms and
conditions in the form of warrant attached to Exhibit 10.2 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
April 7, 2005 which is incorporated herein by reference in its entirety. The
Subsequent Warrants entitle the holders thereof to purchase an aggregate of
5,413,977 shares of Common Stock at an exercise price of $0.50 per share.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
Subsequent Closing
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The information disclosed in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 3.02 in its entirety.
The sales and issuances of the securities under the Purchase Agreement to the
Investors were exempt from registration under the Securities Act in reliance on
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
thereunder, as transactions by an issuer not involving a public offering. The
Company relied upon the representations made by the Investors pursuant to the
Purchase Agreement in determining that such exemptions were available. No
underwriting discounts or commissions were paid by the Company in connection
with these transactions.
In connection with the Subsequent Closing, the Company
incurred selling fees of approximately $164,230 and is obligated to issue to
placement agents warrants to acquire 690,482 shares of Common Stock at an
exercise price of $0.55 per share exercisable at any time and expiring
approximately 5 years after issuance.
Aggregate Financing
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For the entire private placement offering, including the
Initial Closing on April 1, 2005 and the Subsequent Closing, the Company issued
a total of 23,556,225 shares of common stock at price of $0.33 per share, for
aggregate total proceeds of $7,773,556 (including approximately $1,200,000 of
converted short-term promissory bridge notes previously issued by the Company to
certain of the Initial Investors), together with warrants for the purchase of an
aggregate of approximately 11,778,110 shares of common stock at an exercise
price of $0.50 per share. The Company incurred aggregate selling fees of
approximately $422,990 and is obligated to issue to placement agents warrants to
acquire 751,088 shares of Common Stock at an exercise price of $0.55 per share
exercisable at any time and expiring approximately 5 years after issuance.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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99.1 Annex-2 of Securities Purchase Agreement.
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SIGNATURE
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.
PROTEIN POLYMER TECHNOLOGIES, INC.,
a Delaware corporation
Date: April 21, 2005 By: /s/ J. Thomas Parmeter
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J. Thomas Parmeter
Chairman of the Board and
Chief Executive Officer