-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wn5bRYJdJ5soD3L9vfPYcQZz5ZjwaImFn6yU62NHXwz77IVbwgRWBUyecP5UFRPo mMZHiWeEsGHWwunhZ/rcvQ== 0001157523-06-000306.txt : 20060117 0001157523-06-000306.hdr.sgml : 20060116 20060117080021 ACCESSION NUMBER: 0001157523-06-000306 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060113 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060117 DATE AS OF CHANGE: 20060117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PharmaFrontiers Corp. CENTRAL INDEX KEY: 0001069308 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 760333165 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25513 FILM NUMBER: 06531347 BUSINESS ADDRESS: STREET 1: 2635 N. CRESCENT RIDGE DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 272-9331 MAIL ADDRESS: STREET 1: 2635 N. CRESCENT RIDGE DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77381 FORMER COMPANY: FORMER CONFORMED NAME: PHARMAFRONTIERS CORP DATE OF NAME CHANGE: 20040816 FORMER COMPANY: FORMER CONFORMED NAME: SPORTAN UNITED INDUSTRIES INC DATE OF NAME CHANGE: 19990305 8-K 1 a5057334.txt PHARMAFRONTIERS CORP. 8-K UNITED STATES SECURITIES 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): January 13, 2006. PHARMAFRONTIERS CORP. (Exact name of registrant as specified in its charter) Texas 000-25513 76-0333165 - ----------------------- ----------------------- ------------------------ (State of organization) (Commission File Number) (IRS Employer 2635 N. Crescent Ridge Drive The Woodlands, Texas 77381 - ------------------------------------------------ ----------------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (281) 272-9331 Former name or former address, if changed since last report: Not Applicable 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. On January 13, 2006, Registrant entered into a License Agreement (the "License Agreement") with the Shanghai Institute for Biological Science, China Academy of Science of the People's Republic of China. The License Agreement grants Registrant an exclusive worldwide license to certain technology relating to a T cell vaccine for rheumatoid arthritis developed by the Shanghai Institute for Biological Science. The Registrant will request confidential treatment from the Commission for certain terms in the License Agreement in connection with the filing of the License Agreement as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2005. On January 17, 2006 Registrant issued a press release reporting the signing of the Amended License Agreement. A copy of the press release is attached as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (c) Exhibit 99.1 The following exhibits are to be filed as part of this 8-K: Exhibit No. Description - ----------- ------------------------------------- 99.1 Press release issued January 17, 2006 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. PHARMAFRONTIERS CORP. By: /s/ David B. McWilliams -------------------------------------------- David B. McWilliams, Chief Executive Officer Date: January 17, 2006 EXHIBIT INDEX Exhibit No. Description 99.1 Press release issued January 17, 2006. EX-99.1 2 a5057334ex991.txt EXHIBIT 99.1 Exhibit 99.1 PharmaFrontiers Acquires Autologous T Cell Vaccine Rights for Rheumatoid Arthritis THE WOODLANDS, Texas--(BUSINESS WIRE)--Jan. 17, 2006--PharmaFrontiers Corp. (OTCBB:PFTR), a company involved in the development and commercialization of cell therapies, announced today that it has acquired an exclusive worldwide license for the intellectual property rights and research results of an autologous T cell vaccine for rheumatoid arthritis from the Shanghai Institutes for Biological Sciences (SIBS), Chinese Academy of Sciences of the People's Republic of China. The U.S. Centers for Disease Control (CDC) estimates that more than two million adults in the U.S. have rheumatoid arthritis, an autoimmune disease. Spending in the U.S. on the treatment of rheumatoid arthritis is projected to grow to $9.5 billion annually by 2013, according to Decision Resources, an independent research firm focused on the pharmaceutical industry. The SIBS' initial human clinical trial results indicate that T cell vaccination induces immune responses that correlate with clinical improvements measured as reductions in ACR50 (American College Rheumatology (ACR) criteria, which measures joint swelling and tenderness and other factors such as pain and disability) and reductions in rheumatoid arthritis laboratory parameters. Pursuant to the license agreement, in exchange for an initial payment and a running royalty on the sale of commercialized products, PharmaFrontiers receives the exclusive license and all information and data related to the SIBS' clinical trials involving the T cell vaccine. "We are very excited by this research and we believe that this therapeutic T cell vaccination approach holds great promise for patients suffering from rheumatoid arthritis," said David McWilliams, chief executive officer of PharmaFrontiers. "This rheumatoid arthritis T cell vaccination program is a good fit with our overall autoimmune T cell therapeutics program in which we are already conducting Phase I/II trials for our T cell vaccine, Tovaxin(TM), to treat Multiple Sclerosis. Our expertise and knowledge of the science of T cells in autoimmune diseases makes us highly qualified to judge this data from the SIBS and to determine a future development pathway." The license agreement permits the SIBS' scientists to publish their research results to date after PharmaFrontiers has filed a patent application covering the rheumatoid arthritis T cell vaccine with the U.S. Patent and Trademark Office. "We are pleased to have completed this licensing agreement with PharmaFrontiers, a commercialization-driven company with the capability to develop a safe and effective T-cell vaccine for rheumatoid arthritis," said Dr. Guotong Xu, Deputy Director of the Office of Technology Transfer of SIBS. "This agreement will allow us to participate in the clinical development and commercialization of licensed product in China." "We believe that the manufacturing and clinical information obtained through this license will allow us to develop and submit an Investigational New Drug application in the near future," said Jim C. Williams, Ph.D., chief operating officer of PharmaFrontiers. About Rheumatoid Arthritis According to the Arthritis Foundation, rheumatoid arthritis is an autoimmune disease in which the joint lining becomes inflamed as part of the body's immune system activity. Rheumatoid arthritis is one of the most serious and disabling types, affecting mostly women. The CDC reports that arthritis and other rheumatic conditions are the leading cause of disability in the U.S. About PharmaFrontiers Corp. PharmaFrontiers' strategy is to develop and commercialize cell therapies to treat several major disease areas such as cardiac and pancreatic conditions and Multiple Sclerosis. PharmaFrontiers owns patented and proprietary individualized cell therapies that are in FDA Phase I/II human dose ranging clinical trials to evaluate their safety and effectiveness in treating MS. The company also holds the exclusive worldwide license from the University of Chicago, through its prime contractor relationship with Argonne National Laboratory, for patents relating to the use of adult pluripotent stem cells derived from patients' own circulating blood. Safe Harbor Statement This press release contains "forward-looking statements," including statements about PharmaFrontiers' growth and future operating results, discovery and development of products, strategic alliances and intellectual property, as well as other matters that are not historical facts or information. These forward-looking statements are based on management's current assumptions and expectations and involve risks, uncertainties and other important factors, specifically including those relating to PharmaFrontiers' ability to obtain additional funding, develop its stem cell technologies, achieve its operational objectives, and obtain patent protection for its discoveries, that may cause PharmaFrontiers' actual results to be materially different from any future results expressed or implied by such forward-looking statements. PharmaFrontiers undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. CONTACT: PharmaFrontiers Corp., The Woodlands C. William Rouse 281-775-0608 brouse@pharmafrontierscorp.com or Investor Relations Contacts: Lippert/Heilshorn & Associates Kim Sutton Golodetz, 212-838-3777 kgolodetz@lhai.com or Bruce Voss, 310-691-7100 bvoss@lhai.com or Media Relations Contact: Lippert/Heilshorn & Associates Kim Sutton Golodetz, 212-838-3777 kgolodetz@lhai.com -----END PRIVACY-ENHANCED MESSAGE-----