Form 8-K for PROTEIN POLYMER TECHNOLOGIES, INC., filed on July 25,
2001
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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): July 25, 2001
PROTEIN POLYMER TECHNOLOGIES, INC.
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(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 5. Other Events.
On July 24, 2001 Protein Polymer Technologies, Inc. (the "Company"), issued
a press release to announce the initial closing of a private placement for
$1.2 million with a small group of institutional and accredited investors
of 12,182 shares of the Company's Series H Convertible Preferred Stock ("Series
H Preferred Stock") and warrants to purchase an aggregate of 304,550 shares
of common stock. Included in the placement was the conversion of $800,000
in convertible notes issued in March 2001 to certain previous shareholders
of the Company. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by this reference.
The total offering of up to 30,000 shares of Series H Preferred Stock provides
for additional closings until October 31, 2001. Each share of Series H Preferred
Stock is convertible at any time at the election of the holder into 133
shares of common stock at a conversion price of $0.75 per share, subject
to certain antidilution adjustments. No underwriters were engaged by the
Company in connection with such issuance and, accordingly, no underwriting
discounts were paid. The offering is exempt from registration under Section
4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and
met the requirements of Rule 506 of Regulation D promulgated under the Securities
Act.
The Series H Preferred Stock, warrants and underlying common stock have
not been registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements.
Each share of Series H Preferred Stock also received two common stock warrants.
One warrant is exercisable at any time for 15 shares of common stock at
an exercise price of $1.50 per share, and expires approximately 12 months
after the close of the offering; the other warrant is exercisable at any
time for 10 shares of common stock at an exercise price of $2.00 per share,
and expires approximately 24 months after the close of the offering.
