-----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, HH4NR/jm1BHnCQjh+S8jUicEd9pH67GBeV8fxDS0xw6dax6Qkwrz171D3XsmMl1U 4VMwwSVrG0pO8DHplcVHXA== 0000898430-01-501444.txt : 20010726 0000898430-01-501444.hdr.sgml : 20010726 ACCESSION NUMBER: 0000898430-01-501444 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010724 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTEIN POLYMER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000858155 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330311631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19724 FILM NUMBER: 1688930 BUSINESS ADDRESS: STREET 1: 10655 SORRENTO VALLEY RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195586064 MAIL ADDRESS: STREET 1: 10655 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 d8k.txt FORM 8-K ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0060 ---------------------------- Expires: March 31, 2003 Estimated Average burden hours per response: 1.25 ================================================================================ 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 24, 2001 PROTEIN POLYMER TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19724 33-0311631 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 10655 Sorrento Valley Road, San Diego California 92121 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (858) 558-6064 -------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ 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. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Document - -------------- ----------------------- 99.1 Press release dated July 25, 2001. 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. Date: July 25, 2001 PROTEIN POLYMER TECHNOLOGIES, INC. By: /s/ J. Thomas Parmeter ----------------------------- J. Thomas Parmeter Chief Executive Officer INDEX TO EXHIBITS Exhibit Number Description of Document - -------------- ----------------------- 99.1 Press release dated July 25, 2001. EX-99.1 2 dex991.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACTS: J. Thomas Parmeter President Janis Neves, Director Finance and Administration (858) 558-6064 info@ppti.com PROTEIN POLYMER CLOSES $1.2 MILLION PRIVATE PLACEMENT TO SUPPORT FURTHER CLINICAL TESTING OF INCONTINENCE PRODUCT SAN DIEGO, July 25, 2001 -- Protein Polymer Technologies, Inc.(OTC Bulletin Board: PPTI), today announced that it has closed approximately $1.2 million from accredited and institutional investors through an initial closing of a private placement of convertible preferred stock and warrants. Included in the placement was the conversion of $800,000 in convertible notes issued in March 2001 to certain previous shareholders of PPTI. Participants included Johnson & Johnson Development Corporation (JJDC), a subsidiary of Johnson & Johnson, and another previous shareholder in PPTI. The securities described in this release have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Proceeds of the offering will be used to continue the Company's clinical development of its hydrogel technology, and its pilot human clinical trials of a unique outpatient product designed to control or alleviate female stress urinary incontinence. Urinary incontinence, the unintentional loss of urine, is estimated to affect approximately 13 million people in the United States, 85% of them women. Urinary incontinence can lead to lifestyle restrictions, depression, and may also lead to complications such as urinary tract infections and skin rashes. It is estimated that over $3 billion is spent in the U.S. every year on incontinence-related care. Based on similar technology, clinical trials of a product for use in the correction of dermal deficiencies caused by aging and disease (wrinkles, lines and scars) were recently initiated following approval by the FDA earlier this year to begin clinical safety studies. Protein Polymer Technologies, Inc., is a San Diego-based company focused on developing products to improve medical and surgical outcomes. From its inception in 1988, PPTI has developed an extensive portfolio of proprietary biomaterials in protein design and synthesis. Targeted products in addition to its urethral bulking agents for the treatment of stress urinary incontinence and dermal augmentation products for cosmetic and reconstructive surgery, include tissue adhesives and sealants, scaffolds for wound healing and tissue engineering, and depots for local drug delivery. This press release contains forward-looking statements that are based on management's views and expectations. Actual results could differ materially from those expressed here; further, the Company is not obligated to comment specifically on those differences. Risks associated with the Company's activities include raising adequate capital to continue operations, scientific and product development uncertainties, competitive products and approaches, continuing collaborative partnership interest and funding, regulatory testing and approvals, and manufacturing scale up. The reader is encouraged to refer to the Company's 2000 Annual Report Form 10-KSB, and recent filings with the Securities and Exchange Commission, copies of which are available from the Company, to further ascertain the risks associated with the above statements. -----END PRIVACY-ENHANCED MESSAGE-----