-----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, BjjxR84epUZV5xECKxwfkR6RUQycK8rm1tWZfdhgyv6xzCLCCDXXTl5kb+693yJa mjaRpEHzQUBCFEiV0slhuQ== 0000898430-99-003329.txt : 19990818 0000898430-99-003329.hdr.sgml : 19990818 ACCESSION NUMBER: 0000898430-99-003329 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990817 ITEM INFORMATION: FILED AS OF DATE: 19990817 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: 99694908 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 FORM 8-K =============================================================================== 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: August 17, 1999 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 Identification No.) incorporation or organization) File Number) 10655 Sorrento Valley Road San Diego, California 92121 (Address of Principal Executive Offices) (Zip Code)
(619) 558-6064 (Registrant's telephone number, including area code) =============================================================================== Item 5. Other Events. ------------ On August 17, 1999 Protein Polymer Technologies, Inc. (the "Company"), (NASDAQ-PPTI) had an initial closing on a private placement with a small group of institutional and accredited investors 17,750 shares of the Company's Series G Convertible Preferred Stock ("Series G Preferred Stock") and warrants to purchase an aggregate of 3,550,000 shares of common stock. The Series G Preferred Stock was priced at $100 per share, and the Company received approximately $1.8 million, less approximately $120,000 in estimated expenses. The total offering of up to 35,000 shares of Series G Preferred Stock provides for additional closings until the middle of September 1999. Each share of Series G Preferred Stock is convertible at any time at the election of the holder into 200 shares of common stock at a conversion price of $0.50 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 G 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. The Company has agreed to use its best efforts to nominate for election a person approved by the holders of the Series G Preferred Stock to its Board of Directors. Each share of Series G Preferred Stock also received a common stock warrant exercisable at any time for 200 shares of common stock at an exercise price of $0.50 per share, and expires approximately 12 months after the close of the offering. -1- 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. Date: August 17, 1999 PROTEIN POLYMER TECHNOLOGIES, INC. By: /s/ J. Thomas Parmeter --------------------------------- J. Thomas Parmeter Chief Executive Officer -2- INDEX TO EXHIBITS Exhibit Number Description of Document Page Number - -------------- ----------------------- ----------- 99.1 Press Release of the Registrant dated August 17, 1999. 4
-3- EX-99.1 2 PRESS RELEASE [Logo of Protein Polymer] FOR IMMEDIATE RELEASE CONTACTS: J. Thomas Parmeter President Janis Neves Director of Finance (619) 558-6064 info@ppti.com PROTEIN POLYMER REPORTS 2nd QUARTER 1999 FINANCIAL RESULTS AND INITIAL CLOSING OF A NEW PREFERRED STOCK OFFERING SAN DIEGO, AUGUST 17, 1999 - Protein Polymer Technologies, Inc. (NASDAQ- PPTI) reports today its financial results for the second quarter ended June 30, 1999. In addition, the Company today completed an initial closing of a private placement of its Series G Convertible Preferred Stock with a small group of accredited and institutional investors. PPTI received approximately $1.8 million at the initial closing. The proceeds will enable the Company to begin human clinical testing scheduled to begin this fall of the Company's lead product, an injectable treatment for female stress urinary incontinence. 2nd Quarter 1999 Financial Results. In the second quarter of 1999, PPTI had ---------------------------------- a net loss applicable to common shareholders of $1,241,000 ($.10 a share), versus a net loss of $4,786,000 ($.46 a share) for the comparable period a year ago. For the six months ended June 30, 1999, the Company had a net loss applicable to common shareholders of $1,415,000 ($.21 a share), versus a net loss of $6,133,000 ($.59 a share) for the comparable period a year ago. The net loss and loss per share include imputed, accumulated and distributed dividends related to the Company's preferred stock. As of June 30, 1999, PPTI had cash and cash equivalents of $141,000. On a proforma basis, including the proceeds of the initial closing of the Series G preferred stock, the Company had cash and cash equivalents of approximately $1,900,000, net of offering expenses. Contract revenues, interest and product income totaled $20,424 for the second quarter, compared to $45,000 for the same period last year, the decrease being due to (continued) Protein Polymer Technologies, Inc. Q2 and Six Months Results Page 2 reduced contract revenues. For the six months ended June 30, 1999, these revenues totaled $56,075, compared to $133,000 for the same period last year. Operating expenses for the quarter were $1,192,000, as compared to $1,496,000 for the same period in 1998. For the six months ended June 30, 1999, operating expenses totaled $2,333,000, compared to $2,860,000 for the same period last year. The decrease in both periods is due primarily to reduced research and development expenses and the completion of non-reoccurring preclinical studies required by the U.S. Food & Drug Administration (FDA) prior to beginning human clinical testing. The Company's product for the relief of female stress urinary incontinence was approved to begin human clinical testing on May 20/th/. The Company's expenses are anticipated to rise when the human clinical trials are initiated, currently scheduled for the fourth quarter of 1999. For both the 2nd quarter and six month period, the Company continued research and development efforts in its surgical adhesives and sealants program, with particular emphasis on the development of an adhesive spinal disc repair product for the treatment of lower back pain, in addition to expanding its program in hydrogel-based polymers targeted for use in cosmetic, plastic and reconstructive, urological soft tissue augmentation surgical procedures. Series G Preferred Stock Offering. Each share of Series G Convertible --------------------------------- Preferred Stock is priced at $100 per share, and the total offering of up to 35,000 shares provides for additional closings between now and the middle of September. Each share can be converted at any time by the holder into common stock at a price of $0.50 per share, subject to certain antidilution adjustments. Each share of Preferred Stock also receives a common stock warrant, exercisable for 12 months, that allows the holder to acquire 200 shares of PPTI common stock at a price of $0.50 per share. The Preferred Stock, warrants and underlying common stock 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. Protein Polymer Technologies, Inc., a San Diego-based biotechnology company, has developed a protein-based technology platform that allows creation of (continued) Protein Polymer Technologies, Inc. Q2 and Six Months Results Page 3 new biomaterials which target multiple applications in biomedical markets. The different classes of biocompatible polymers developed by PPTI have been genetically engineered to enable cell growth, promote the regeneration of tissue, bond to synthetic surfaces and resorb into tissue at controlled rates. Targeted applications include tissue adhesives and sealants, tissue augmentation, would healing, and drug delivery vehicles. This press release may contain forward-looking statements that are based on management's 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 1998 Annual Report and 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. PPTI's press releases are on the internet at www.ppti.com or on PR Newswire's Company News On Call at http://www.prnewswire.com and can be received via Fax on Demand at (800) 758-5804 extension 721876. (Financial Data Follows) Protein Polymer Technologies, Inc. Q2 and Six Months Results Page 4 Protein Polymer Technologies, Inc. Condensed Financial Statements (unaudited)
Three months ended Six months ended June 30, June 30, 1999 1998 1999 1998 ----------- ----------- ----------- ----------- SUMMARY OF OPERATIONS - --------------------- Contract revenue $ - $ - $ - $ 50,000 Interest income 6,556 39,909 19,559 48,565 Product and other income 13,867 5,506 36,516 34,295 ----------- ----------- ----------- ----------- Total revenues 20,424 45,415 56,075 132,860 Total expenses 1,191,746 1,495,632 2,333,496 2,860,314 ----------- ----------- ----------- ----------- Net loss $(1,171,322) $(1,450,217) $(2,277,421) $(2,727,454) Undeclared and/or paid accumulated dividends on Preferred Stock 69,220 3,335,686 137,678 3,405,253 ----------- ----------- ----------- ----------- Net loss applicable to common shareholders $(1,240,542) $(4,785,903) $(2,415,099) $(6,132,707) =========== =========== =========== =========== Loss per share $ (0.10) $ (0.46) $ (0.21) $ (0.59) =========== =========== =========== =========== Weighted average shares used in computing loss per share 12,499,570 10,471,922 11,724,113 10,450,627 =========== =========== =========== =========== As of As of June 30, 1999 Dec. 31, 1998 -------------- ------------- (audited) BALANCE SHEET INFORMATION - ------------------------- Cash, cash equivalents and short-term investments $ 141,000 $ 1,383,000 Working capital (597,000) 600,000 Total assets 846,000 2,225,000 Total capital invested 35,315,000 34,258,000 Accumulated deficit (35,265,000) (32,988,000)
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