-----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, Sb8weuHvF1wrle9iMYpwmktY9kHlvyxgJ2kGQxiML4l/Tp8fbr6mMNkg0romraOe erKu2dp5bI8IOymFrCOOdg== 0000950136-96-000479.txt : 19960626 0000950136-96-000479.hdr.sgml : 19960626 ACCESSION NUMBER: 0000950136-96-000479 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960625 SROS: NONE GROUP MEMBERS: ARIES DOMESTIC FUND, L.P. GROUP MEMBERS: ARIES FINANCIAL SERVICES INC GROUP MEMBERS: LINDSAY A ROSENWALD GROUP MEMBERS: THE ARIES TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOTHERAPEUTICS INC CENTRAL INDEX KEY: 0000812796 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411505029 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39976 FILM NUMBER: 96584908 BUSINESS ADDRESS: STREET 1: 3233 15TH STREET SOUTH CITY: FARGO STATE: ND ZIP: 58104 BUSINESS PHONE: 7012329575 MAIL ADDRESS: STREET 1: 3233 15TH STREET SOUTH CITY: FARGO STATE: ND ZIP: 58104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001007000 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ImmunoTherapeutics, Inc. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 452916 40 6 (CUSIP Number) Aries Financial Services, Inc. c/o Lindsay A. Rosenwald, M.D. 375 Park Avenue New York, NY 10152 (212) 832-4379 with a copy to: David R. Walner, Esq. Aries Financial Services, Inc. 375 Park Avenue New York, NY 10152 (212) 832-4340 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 13, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d-1(b)(3) or (4), check the following: [ ] Check the following box if a fee is being paid with this Statement: [X] SCHEDULE 13D - -------------------------------------------- ----------------------------------- CUSIP NO. 452916 40 6 PAGE ____ OF ___ PAGES - -------------------------------------------- ----------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aries Financial Services, Inc. - -------------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3 below) - -------------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,000,000 (see Item 5 for information regard- ing certain excluded shares) ------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,000,000 (see Item 5 for information regard- ing certain excluded shares) - -------------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000 - -------------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.8% - -------------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------------------------------------------------------- SCHEDULE 13D - -------------------------------------------- ----------------------------------- CUSIP NO. 452916 40 6 PAGE ____ OF ___ PAGES - -------------------------------------------- ----------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aries Domestic Fund, L.P. - -------------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - -------------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 1,000,000 (see Item 5 for information regard- ing certain excluded shares) ------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,000,000(see Item 5 for information regarding certain excluded shares) - -------------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 - -------------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------------------------------------------------------- 13 11% - -------------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------------------------------------------------------- SCHEDULE 13D - -------------------------------------------- ----------------------------------- CUSIP NO. 452916 40 6 PAGE ____ OF ___ PAGES - -------------------------------------------- ----------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Aries Trust - -------------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - -------------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 3,000,000 (see Item 5 for information regard- ing certain excluded shares) ------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,000,000 (see Item 5 for information regard- ing certain excluded shares) - -------------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000 - -------------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9% - -------------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (see Item 2) - -------------------------------------------------------------------------------------------------------------------------------- SCHEDULE 13D - -------------------------------------------- ----------------------------------- CUSIP NO. 452916 40 6 PAGE ____ OF ___ PAGES - -------------------------------------------- ----------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. Lindsay A. Rosenwald - -------------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3) - -------------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,000,000 (see Item 5 for information regard- ing certain excluded shares) ------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,000,000 (see Item 5 for information regard- ing certain excluded shares) - -------------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000 - -------------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.8 - -------------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - --------------------------------------------------------------------------------------------------------------------------------
Item 1. Security and Issuer. (a) Common Stock, $.001 par value ("Shares") ImmunoTherapeutics, Inc. (the "Issuer") 3233 15th Street South Fargo, ND 58104 (701) 232-9575 Item 2. Identity and Background. Names of Persons Filing: (a) This statement is filed on behalf of Aries Financial Services, Inc. ("Aries Financial"), Aries Domestic Fund, L.P. ("Aries Domestic"), The Aries Trust ("Aries Trust") and Dr. Lindsay A. Rosenwald (collectively, "Reporting Parties"). See attached Exhibit A which is a copy of their agreement in writing to file this statement on behalf of each of them. (b) Aries Financial's, Aries Domestic's and Dr. Rosenwald's business address is 375 Park Avenue, Suite 1501, New York, New York, 10152. The business address for Aries Trust is c/o MeesPierson (Cayman) Limited, P.O. Box 2003, British American Centre, Phase 3, Dr. Roy's Drive, George Town, Grand Cayman. (c) Dr. Rosenwald is an investment banker, venture capitalist and fund manager and sole shareholder of Aries Financial,1 a Subchapter S corporation incorporated in Delaware. Aries Financial is the General Partner of Aries Domestic,2 a limited partnership incorporated in Delaware. Aries Financial is the Investment Manager to Aries Trust,3 a Cayman Islands Trust. (d) Dr. Rosenwald, Aries Financial, Aries Domestic and Aries Trust their respective officers, directors, general partners, investment managers, or trustees have not, during the five years prior to the date hereof, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Dr. Rosenwald, Aries Financial, Aries Domestic and Aries Trust and their respective officers, directors, general partners, investment managers, or trustees have not been, during the five years prior to the date hereof, parties to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Dr. Rosenwald is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Aries Domestic used its general funds to effect the purchase of 1,000,000 shares of the Issuer for an approximate purchase price of $100,000 from Dominion Resources, Inc., a Delaware corporation ("Dominion"). Aries Trust used its - ------------------------- 1 Please see attached Exhibit B indicating the executive officers and directors of Aries Financial and providing information called for by Items 2-6 of this statement as to said officers and directors. Exhibit B is herein incorporated by reference. 2 Please see attached Exhibit C indicating the general partner of Aries Domestic and its executive officers and directors and providing information called for by Items 2-6 of this statement as to said general partners, officers and directors. Exhibit C is herein incorporated by reference. 3 Please see attached Exhibit D indicating the investment manager of the Aries Trust and its executive officers and directors and providing information called for by Items 2-6 of this statement as to said investment manager and officers and directors. Exhibit D is herein incorporated by reference. general funds to effect the purchase of 3,000,000 shares of the Issuer for an approximate purchase price of $300,000 from Dominion. Item 4. Purpose of Transaction. The Reporting Parties acquired the shares of Common Stock of the Issuer from Dominion Resources, Inc., a Delaware corporation and a stockholder of the Issuer, pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") dated June 13, 1996, a copy of which is attached as Exhibit E and the terms of which are incorporated herein by reference, as an investment in the Issuer. Amongst other things, the Stock Purchase Agreement entitles the Aries Trust and Aries Domestic to designate a representative to sit on the Issuer's Board of Directors and requires the consent of the Aries Trust and Aries Domestic for certain extraordinary corporate transactions. Mr. Steve Kanzer was appointed to the Issuer's Board of Directors as the Aries Trust and Aries Domestic Board designee. Mr. Kanzer is an employee of certain affiliates of the Reporting Persons. In addition, in connection with the purchase of such shares, Aries Domestic and the Aries Trust entered into a letter agreement with the Issuer to purchase directly from the Issuer an additional 5,000,000 shares of Common Stock of the Issuer (the "Additional Shares"). Pursuant to the letter agreement, the Additional Shares are allocated in the amount of 3,750,000 shares to the Aries Trust and 1,250,000 shares to Aries Domestic. A copy of the letter agreement relating to the purchase of the Additional Shares is attached as Exhibit F hereto and is incorporated by reference herein. Upon consummation of their purchase of the Additional Shares, the Reporting Persons will own a substantially higher percentage of the shares of the Issuer. Such shares were not included in calculating the percentage interest in the Issuer beneficially owned by the Issuer reported in this Schedule 13-D. In connection with the investment by the Aries Trust and Aries Domestic, the Issuer's Board of Directors redeemed the Shareholder Rights Plan dated September 23, 1994 by and between the Issuer and American Stock Transfer & Trust Company, as Rights Agent. Although the Reporting Parties have not formulated any definitive plans, they have had preliminary discussions with the Issuer's management and certain members of the Board concerning various proposals including the possible addition of certain persons to the Company's management team and the pursuit of potential strategic partners and additional technologies. Neither the Reporting Parties nor, to the Reporting Parties knowledge, the management of the Issuer, have determined whether such plans are feasible or whether the Company will in fact pursue such alternatives and it is not clear that such alternatives will be implemented. In addition the Reporting Parties, may from time to time acquire, or dispose of, Common Stock and/or other securities of the Issuer if and when they deem it appropriate. The Reporting Parties may formulate other purposes, plans or proposals relating to any of such securities of the Issuer to the extent deemed advisable in light of market conditions, investment policies and other factors. Except as indicated in this Schedule 13D, the Reporting Parties currently have no plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of June 13, 1996, Dr. Rosenwald and Aries Financial, through acquisition of the shares by the Aries Trust and Aries Domestic, beneficially owned 4,000,000 shares or 43.8% of the Issuer's securities and Aries Domestic and the Aries Trust beneficially ownership was as follows: Amount Owned Aries Domestic 1,000,000 Shares Aries Trust 3,000,000 Shares (b) Dr. Rosenwald and Aries Financial share the power to vote or to direct the vote, to dispose or to direct the disposition of those shares owned by each of Aries Domestic and Aries Trust. (c) As set forth in Item 4, in connection with the acquisition of the shares covered by this Schedule 13-D, the Aries Trust and Aries Domestic entered into a letter agreement with the Company relating to the purchase of the Additional Shares. The Additional Shares were not included in calculating the percentage interest of the Issuer beneficially owned by the Reporting Parties in this Schedule 13-D. (d) & (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Aries Financial is the investment manager of the Aries Trust and the General Partner of Aries Domestic and in such capacities has the authority to make certain investment decisions on behalf of such entities, including decisions relating to the securities of the Issuer. In connection with its investment management duties, Aries Financial receives certain management fees and performance allocations from the Aries Trust and Aries Domestic. Dr. Rosenwald is the sole shareholder of Aries Financial. Pursuant to its rights under the Stock Purchase Agreement, the Aries Trust and Aries Domestic appointed Mr. Steve Kanzer to the Issuer's Board of Director as their designated Board representative. In consideration for his services as a Director, Mr. Kanzer was granted options to purchase 200,000 shares of the Issuer's Common Stock at a purchase price of $.20 per share. Except as indicated in this 13D, there is no contract, arrangement, understanding or relationship between the Reporting Parties and any other person, with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits:
Exhibit A - Copy of an Agreement between Dr. Rosenwald, Aries Financial, Aries Domestic and Aries Trust to file this Statement on Schedule 13D on behalf of each of them. Exhibit B - List of executive officers and directors of Aries Financial and information called for by Items 2-6 of this statement relating to said officers and direc- tors. Exhibit C - List of executive officers and directors of Aries Domestic and information called for by Items 2-6 of this statement relating to said officers and direc- tors. Exhibit D - List of executive officers and directors of Aries Trust and information called for by Items 2-6 of this statement relating to said officers and directors. Exhibit E - Stock Purchase Agreement dated as of June 13, 1996 by and among ImmunoTherapeu- tics, Inc., Dominion Resources Inc., the Aries Fund, a Series of the Aries Trust and The Aries Domestic Fund, L.P. Exhibit F - Letter Agreement dated June 12, 1996 by and between ImmunoTherapeutics Inc., the Aries Fund, a Series of the Aries Trust and The Aries Domestic Fund, L.P.
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ARIES FINANCIAL SERVICES, INC.
Dated: June 21, 1996 New York, NY By /s/ Dr. Lindsay A. Rosenwald ---------------------------- Dr. Lindsay A. Rosenwald President ARIES DOMESTIC FUND, L.P. By Aries Financial Services, Inc. General Partner Dated: June 21, 1996 New York, NY By /s/ Dr. Lindsay A. Rosenwald ---------------------------- Dr. Lindsay A. Rosenwald President THE ARIES TRUST By Aries Financial Services, Inc. Investment Manager Dated: June 21, 1996 New York, NY By /s/ Dr. Lindsay A. Rosenwald ---------------------------- Dr. Lindsay A. Rosenwald President Dated: June 21, 1996 New York, NY By /s/ Dr. Lindsay A. Rosenwald ----------------------------- Dr. Lindsay A. Rosenwald
EX-99.A 2 EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agrees to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned's ownership of securities of ImmunoTherapeutics, Inc. and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned. ARIES FINANCIAL SERVICES, INC.
Dated: June 21, 1996 New York, NY By /s/ Dr. Lindsay A. Rosenwald ---------------------------- Dr. Lindsay A. Rosenwald President ARIES DOMESTIC FUND, L.P. By Aries Financial Services, Inc. General Partner Dated: June 21, 1996 New York, NY By /s/ Dr. Lindsay A. Rosenwald ---------------------------- Dr. Lindsay A. Rosenwald President THE ARIES TRUST By Aries Financial Services, Inc. Investment Manager Dated: June 21, 1996 New York, NY By /s/ Dr. Lindsay A. Rosenwald ---------------------------- Dr. Lindsay A. Rosenwald President Dated: June 21, 1996 New York, NY By /s/ Dr. Lindsay A. Rosenwald ----------------------------- Dr. Lindsay A. Rosenwald
EX-99.B 3 EXHIBIT B The name and principal occupation or employment, which in each instance is with Aries Financial Services, Inc. ("Aries Financial") located at 375 Park Avenue, Suite 1501, New York, New York, 10152, of each executive officer and director of Aries Financial is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Dr. Lindsay Rosenwald Chairman of the Board, President of Aries Financial Services, Inc., Paramount Capital LLC and Paramount Capital, Inc. Peter Morgan Kash Director of Aries Financial Services, Inc. Senior Managing Director, Paramount Capital, Inc. Dr. Yuichi Iwaki Director of Aries Financial Services, Inc. Professor, University of Southern California School of Medicine Item 2. During the five years prior to the date hereof, none of the above persons (to the best of Aries Financial's knowledge) was convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Items 3-6. Please refer to Items 3-6 herein reporting the beneficial ownership. EX-99.C 4 EXHIBIT C The name and principal occupation or employment, which is located at 375 Park Avenue, Suite 1501, New York, New York, 10152, of the General Partner of Aries Domestic is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Aries Financial Services, Inc. General Partner; Investment Manager Exhibit B is hereby incorporated by reference. Item 2. During the five years prior to the date hereof, the above person (to the best of Aries Domestic's knowledge) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Items 3-6. Please refer to Items 3-6 herein reporting the beneficial ownership. EX-99.D 5 EXHIBIT D The name and principal occupation or employment, which in each instance is with The Aries Trust ("Aries Trust") located at 375 Park Avenue, Suite 1501, New York, New York, 10152, of each executive officer and director of Aries Trust is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Aries Financial Services, Inc. Investment Manager MeesPierson (Cayman) Limited Trustee Exhibit B is hereby incorporated by reference. Item 2. During the five years prior to the date hereof, neither of the above persons (to the best of Aries Trust's knowledge) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Items 3-6. Please refer to Items 3-6 herein reporting the beneficial ownership. EX-99.E 6 PURCHASE AGREEMENT AGREEMENT dated as of June 13, 1996 by and among ImmunoTherapeutics, Inc., a Delaware corporation (the "Company"), Dominion Resources, Inc., a Delaware corporation ("Seller") and The Aries Fund, a Series of the Aries Trust, a Cayman Island Trust (the "Trust") and The Aries Domestic Fund, L.P., a Delaware limited partnership (the "Partnership") (herein the Trust and the Fund are collectively referred to as the "Purchasers"). WITNESSETH: WHEREAS, the Seller desires to sell to Purchasers, at a price of $.10 per share, 4,000,000 shares of the Company's Common Stock (the "Shares"); and WHEREAS, the Purchasers desire to purchase the Shares upon and subject to the terms and conditions hereinafter set forth; and WHEREAS, such shares were purchased by the Seller from the Company pursuant to a Purchase Agreement dated March 1, 1996 (the "March Purchase Agreement") (a copy of which is attached hereto as Exhibit "All); and WHEREAS, the Company has been joined with and made a party to this Agreement for the purpose of confirming the transfer of the Shares and the assignment by the Seller to the Purchasers of certain rights (the "Rights") under the March Purchase Agreement; NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto hereby agree as follows: l. Purchase and Sale,-of the shares. Subject to the terms and conditions set forth herein, the Seller hereby agrees to sell and transfer to Purchasers, and Purchasers hereby agree to purchase from the Seller, in the amounts set forth on Exhibit "B" hereto, the Shares at the Closing (as such term is defined in Section 2.1 hereof). The purchase price for the Shares sold pursuant to this Agreement shall be $.10 per Share, together with the assignment of the Rights. 2. Closing; Termination. 2.1 Closing. The closing of the purchase and sale of the Shares will take place at the offices of Purchasers at 375 Park Avenue, Suite 1501, New York, New York. Such closing (the "Closing") will take place at 11:00 A.M., local time, on June 13, 1996. Such Closing may take place at such other time and place or on such later date as may be mutually agreeable to the parties hereto. At such Closing, the Seller will deliver to Purchasers certificates for the Shares purchased as not forth in Section I hereof, against payment of the purchase price therefor by Purchasers, by wire transfer or certified check payable to the Seller. The Shares shall be registered in Purchasers, name or the name of the nominee of Purchasers in such denominations as Purchasers shall request according to their instructions delivered to the Seller not less than two (2) days prior to the Closing. 2.2 Termination. In the event that the transactions contemplated by this Agreement to take place at or prior to the Closing have not been consummated by June 29, 1996, this Agreement shall, at the option of Purchasers, terminate and be of no further force and effect, and any payment made by Purchasers to Seller shall be refunded to Purchasers by Seller, and there shall be no further liability on the part of any party hereto except for breaches of this Agreement prior to the time of such termination. 3. Conditions to the Obligations of Purchasers at the Closing. The obligation of Purchasers to purchase and pay for the Shares to be purchased by Purchasers at the Closing is subject to the satisfaction on or prior to June 29, 1996 of the following conditions, satisfaction of which conditions shall not be deemed waived unless waived in writing by Purchasers: 3.1 Opinion of Counsel to the Company. Purchasers shall have received from William S. Clarke, P.A., counsel for the Company, its opinion dated the date of the Closing substantially in the form of Exhibit B hereto. 3.2 Representations And Warranties. All of the representations and warranties of the Company contained in the March Purchase Agreement shall continue to be true and correct on the Closing as of the date made. 3.3 Performance of Covenants. All of the covenants and agreements of the Seller contained in this Agreement and required to be performed on or prior to the date of the Closing shall have been performed in a manner reasonably satisfactory in all respects to Purchasers. 3.4 Legal Action. No action or proceeding before any court or governmental body shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded. 3.5 Consent. The Seller and the Company shall have obtained in writing all consents required to enable each of them to observe and comply with all of their respective obligations under this Agreement and to consummate the transactions contemplated hereby. 3.6 Board and committee Representation. The person designated by Purchasers shall have been elected as a member of the Company's Board of Directors and William McManus shall have resigned as a Director of the Company. 3.7 Closing Documents. (a) The Company shall have delivered to Purchasers a certificate executed by the President of the Company dated the date of the Closing stating that the conditions set forth in Sections 3.2 through 3.6 hereof as applicable to the Company have been satisfied, and (b) the Seller shall have delivered to Purchasers a certificate executed by the President of the Seller dated the date of the Closing stating that the conditions set forth in Sections 3.2 through 3.6 hereof am applicable to the Sellers have been satisfied, and (c) Purchasers shall have received such certificates, assignments of the Rights, other documents and instruments as Purchasers may reasonably request in connection with, and to effect, the transactions contemplated by this Agreement. 3.8 Proceedings. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby to be consummated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to Purchasers. 3.9 Redemption of Rights. The Board of Directors shall redeem prior to the Closing all of the Company' a outstanding rights pursuant to Section 24(a)(i) of the Rights Agreement dated as of September 23, 1994 between the Company and American Stock Transfer and Trust Company. 4 . Conditions to the Obligations of the Seller, at the Closing. The obligation of the Seller to sell the Shares to Purchasers as set forth herein at the Closing is subject to the satisfaction on or prior to the date of the Closing of the following conditions, any of which may be waived by the Company: 4.1 Representations and Warranties. The representations and warranties of Purchasers contained in this Agreement shall be true and correct at and as of the date of the Closing with the same effect as if made on the date of the Closing, except to the extent of changes caused by the transactions contemplated hereby. 4.2 Legal Action. No action or proceeding before any court or governmental body shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded. 4.3 Proceedings. All proceedings taken or to be taken by Purchasers in connection with the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Company. 5. Conditions to the Obligations of the Company at the Closing. The obligation of the Company to fulfill the conditions to the Closing at the Closing is subject to the satisfaction on or prior to the date of the Closing of the following conditions, any of which may be waived by the Company: 5.1 Representations and Warranties. The representations and warranties of Purchasers contained in this Agreement shall be true and correct at and as of the date of the Closing with the same effect au if made on the date of the Closing, except to the extent of changes caused by the transactions contemplated hereby. 5.2 Performance of Covenants. All of the covenants and agreements of the Purchasers and the Seller contained in this Agreement and required to be performed an or prior to the date of the Closing shall have been performed in a manner reasonably satisfactory in all respects to the Company. 5.3 Board and Committee Representation. The person designated by Purchasers shall have been elected as a member of the Company's Board of Directors and William McManus shall have resigned as a Director of the Company. 5.4 Legal Action. No action or proceeding before any court or governmental body shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded. 5.5 Proceedings. All proceedings taken or to be taken by Purchasers in connection with the transactions contemplated hereby to be consummated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Company. 6. Representation and Warranties of the Seller. The Seller hereby represents and warrants to Purchasers au follows: 6.1 Organization of Seller. The Seller is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. 6.2 Authorization. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. 6.3 Non-Contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any provision of Seller's charter or by-laws, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which it is bound or to which any of its assets is subject. 6.4 Brokers' Fees. The Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this agreement for which the Purchasers could become liable or obligated. 6.5 Shares. The Seller holds of record and owns -beneficially the Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxes, security interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement) . The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company. All of the Shares are validly issued, fully paid and non-assessable. 7. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchasers as follows: 7.1 Organization of the Company. The Company is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. 7.2 Authorization. The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the company, enforceable in accordance with its terms and conditions. The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. 7.3 Non-Contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any provision of the Company's charter to by-laws, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which it is bound or to which any of its assets is subject. 7.4 March Purchase Agreement. All of the representations and warranties of the company contained in Section 6 of the March Purchase Agreement are true and correct on the date of this Agreement. 7.5 Assignment of Rights. The Rights assigned and transferred by Seller to the Purchasers pursuant to this Agreement will be, upon consummation with the Closing, enforceable against the Company by the Purchasers as assignee of Seller after the date of the Closing in accordance with the terms thereof. a. Representations and Warranties of the Purchasers. The Purchasers jointly and severally represent and warrant to Seller and the Company as follows: 8.1 Organization of the Purchasers. Each of the Purchasers are entities duly organized or created, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. 8.2 Authorization. Each of the Purchasers has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the Purchasers, enforceable in accordance with its terms and conditions. Each of the Purchasers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. 8.3 Non-Contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any provision of either of Purchasers' organizational documents (which includes all documents pursuant to which Purchasers were organized or created), or (b) conflict with, result in a beach of, constitute a default under, result in the acceleration of, crate in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which either of Purchasers is a party or by which either is bound or to which any of its assets is subject. 8.4 Brokers' Fees. Neither of the Purchasers has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Seller could become liable or obligated. 8.5 Investment. Purchasers are not acquiring the Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act of 1933. Each of Purchasers is acquiring the Shares to be purchased by it for its own account, beneficially and not as a nominee for or for the account of any other person. 9. Covenants of the Seller. The Seller covenants and agrees with Purchasers and the Company as follows: 9.1 Assignment of Rights. Concurrently with and subject to consummation of the Closing, the Seller has assigned to the Purchasers the following Rights under the March Purchase Agreement: (i) all rights of Dominion to the performance of those obligations of the Company set forth in Section 8 of the March Purchase Agreement, (ii) all rights of Dominion, if any, to enforce any claims of Dominion against the Company for breach of any representation or warranty against the Company set forth in Section 6 of the March Purchase Agreement, and (iii) the rights, as a holder of Securities under Section 9 of the March Purchase Agreement, to registration of the shares under the Securities Act of 1933, as amended. 10. Covenants of the Company. The Company covenants and agrees with the Seller and the Purchasers as follows: 10.1 Consent to Assignment of the Rights. The Company herewith consents to the assignment of the Rights and agrees that such Rights shall be enforceable by the Purchasers as set forth in Section 9.1 hereof. 11. Miscellaneous. 11.1 Survival of Representations, warranties and Covenants. All representations, warranties, covenants and agreements contained in this Agreement, or in any document, exhibit, schedule or certificate by any party delivered in connection herewith shall survive the execution and delivery of this Agreement and the date of each Closing and the consummation of the transactions contemplated hereby, regardless of any investigation made by any party or on its behalf, provided that, such representations and warranties shall survive until December 31, 1996. 11.2 Expenses. The Seller agrees to pay, and save Purchasers harmless against liability for the payment of (a) fees and expenses (including, without limitation, attorneys' fees) incurred with respect to any amendments or waivers (whether or not the same shall become effective) under or with respect to this Agreement and the transactions contemplated hereby, (b) stamp and other taxes which may be payable in respect of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including the issuance, delivery and acquisition of the Shares, and (c) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred in respect of the enforcement of the rights granted under this Agreement and the transactions contemplated hereby. 11.3 Amendments and Waivers. This Agreement and all exhibits and schedules hereto set forth the entire agreement and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. This Agreement may be amended, the Company may take any action herein prohibited or omit to take any action herein required to be performed by it, and any breach of any covenant, agreement, warranty or representation may be waived, only if the Company has obtained the written consent or waiver of (a) Purchasers, if the amendment, action, omission or waiver is one which affects their rights or obligations under this Agreement and (b) the holders of 51% of the Shares then outstanding if the amendment, action, omission or waiver is one which affects their rights or obligations under this Agreement. No course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement. 11.4 Successors and Assigns. This Agreement may not be assigned by the Company except with the prior written consent of the holders of 51% of the Shares then outstanding. This Agreement shall be binding upon and inure to the benefit of each of the Company and Seller and their respective permitted successors and assigns and Purchasers and their successors and assigns. The provisions hereof which are for Purchasers, benefit as purchasers or holders of the Shares, are also for the benefit of, and enforceable by, any subsequent holder of such Shares. 11.5 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given personally or when mailed by certified or registered mail, return receipt requested and postage prepaid, and addressed to the addresses of the respective parties set forth below or to such changed addresses as such parties may have fixed by notice; provided, however, that any notice of change of address shall be effective only upon receipt: To the Purchasers: Aries Financial Services, inc. 375 Park Avenue - Suite 1501 New York, New York 10152 With a Copy to: David Walner, Esquire 375 Park Avenue - Suite 1501 New York, New York 10152 To the Company: ImmunoTherapeutics, Inc. 3233 Fifteenth Street South Fango, North Dakota 58104 Attention: Dr. Gerald Vesica With a Copy to: William S. Clarke, P.A. 5 Independence way Princeton, New Jersey 08540 To the Seller: Dominion Resources, inc. The Abbey 355 Madison Avenue Morristown, New Jersey 07960 With a Copy to: William E. McManus, III, Esquire Spencer's Corner 90 Main Street - Suite 211 Centerbrook, Connecticut 06409-1058 11.6 Governing Law. The validity, performance, construction and effect of this Agreement shall be governed by the internal laws of the State of New Jersey without giving effect to principles of conflicts of law. 11. 7 Counterparts. This Agreement may be executed in any number of counterparts and, notwithstanding that any of the parties did not execute the same counterpart, each of such counterparts shall, for all purposes, be deemed an original, and all such counterparts shall constitute one and the same instrument binding on all of the parties thereto. 11.8 Headings. The headings of the Sections hereof are inserted as a matter of convenience and for reference only and in no way define, limit or describe the scope of this Agreement or the meaning of any provision hereof. 11.9 Severability. In the event that any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected except to the extent necessary to delete such illegal, invalid or unenforceable provision unless the provision held invalid shall substantially impair the benefit of the remaining portion of this Agreement. EXHIBIT "B" The ARIES Fund, 3,000,000 A Series of the ARIES TRUST The Aries Domestic Fund, L.P. 1,000,000 EX-99.F 7 Exhibit F June 12, 1996 VIA FACSIMILE Dr. Gerald Vosika ImmunoTherapeutics, Inc. 3233 Fifteenth Street South Fargo, North Dakota 58104 Re: Letter Agreement This letter agreement sets forth the understanding among ImmunoTherapeutics, Inc., a Delaware corporation (the "Company"), the Aries Fund, a Series of the Aries Trust, a Cayman Island Trust (the "Trust") and the Aries Domestic Fund, L.P., a Delaware limited partnership (the "Partnership", and collectively with the Trust, the "Fund") with respect to the purchase of 5,000,000 shares of common stock of ImmunoTherapeutics, Inc. by the Fund from ImmunoTherapeutics, Inc. which such purchase remains subject to execution of definitive transaction agreements: Purchasers: 3,750,000 shares - The Aries Fund, a Series of the Aries Trust, a Cayman Island Trust (the "Trust") 1,250,000 shares - The Aries Domestic Fund, L.P., a Delaware limited partnership (the "Partnership") (Allocation of the 5,000,000 subject to adjustment prior to Closing) Price: $.20 per share Stock Purchase Agreement: Representations, warranties, covenants and other agreements substantially as set forth in the Purchase Agreement between ImmunoTherapeutics, Inc. and Dominion Resources, Inc. dated March 1, 1996 Poison Pill: The Company agrees to waive triggering of the Company's Shareholder Rights Plan ("poison pill") and/or to redeem the outstanding rights so that the acquisition of shares by the Fund will not trigger the Plan and will use best efforts to take all actions to effect the same. Satisfactory documentation will be provided to Purchasers evidencing that such action has been taken. Page 2 Dr. Gerald Vosika June 12, 1996 Board Member: The Fund will have the right to designate a member of the Company's Board of Directors. Steve H. Kanzer will be the Fund's initial Board designee and will receive as consideration for his services, options, exercisable for a period of 10 years from the date of issuance, from ImmunoTherapeutics covering 200,000 shares with an exercise price of $.20 per share (the "Director Options"). Dominion Resources, Inc. will relinquish all rights to a Board seat and to appoint any representatives to the Board. Board Approval/ Best Efforts: The Company hereby represents that this agreement has been approved by the Company's Board of Directors. The Company will use best efforts to take all necessary action to effect the foregoing terms including redemption/waiver of the poison pill, the granting of the Director Options, the appointment of Steve Kanzer to the Board of Directors and making any necessary corporate changes or obtaining any required corporate or governmental approvals necessary to effect the foregoing. The parties intend execution of a definitive Stock Purchase Agreement on or before June 21, 1996. This letter agreement is intended to be binding upon the parties. If the foregoing accurately reflects your understanding of the principal terms pursuant to which the Fund will acquire the above referenced shares, please so indicate by signing and acknowledging this letter agreement on the space provided below and returning a facsimile copy of this letter to me at (212) 832-4389. Sincerely, Wayne L. Rubin AGREED TO AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE: IMMUNOTHERAPEUTICS, INC. - ---------------------------- By: Gerald Vosika, Chairman -----END PRIVACY-ENHANCED MESSAGE-----