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): September 19, 2001
SIGA Technologies, Inc.
Delaware 0-23047 13-3864870
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
420 Lexington Avenue, New York, New York 10170
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 672-9100
NOT APPLICABLE
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(Former name or former address, if changed since last report)
SIGA TECHNOLOGIES, INC
FORM 8-K
TABLE OF CONTENTS
Page
Item 5. Other Events.......................................3
Item 7. Pro Forma Statements and Exhibits..................4
Signature..........................................6
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Item 5. Other Events.
On September 19, 2001, SIGA Technologies, Inc. (the "Company") received
approximately $1,159,500 from a private placement of 409,636 shares of common
stock and warrants to purchase 307,226 shares of common stock to a group of
investors (including members of its Board of Directors).
The common stock was placed at $2.75 - $3.07 per share and yielded net proceeds
of approximately $1,150,000 to the company. The warrants are exercisable at
$3.552 per share, which represents a 20% premium to the closing price of the
common stock at the time the transaction was completed.
In addition to this placement, on August 23, 2001, the remaining $100,000 of
SIGA's 6% convertible debt and accrued interest thereon was converted into
equity. Over the past three months, holders of SIGA's 6% convertible debt have
converted $1,500,000 principal amount and approximately $100,000 of accrued
interest into equity. As of today, SIGA has 9,160,022 shares of common stock and
394,266 shares of Series "A" convertible preferred stock outstanding. The Series
"A" preferred stock is, subject to certain adjustments, convertible into common
stock on a one-for-one basis.
Statements contained herein and in future filings by the Company with the
Securities and Exchange Commission, in the Company's press releases, and in oral
statements made by, or with the approval of , authorized personnel that relate
to the Company's future performance, including, without limitation, statements
with respect to the Company's anticipated results of operations or level of
business for 2001 or for any other future period, are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements, including statements regarding the efficacy and
intended utilization of SIGA's technologies under development, are not
guarantees of future performance. Actual results may differ materially from the
expectations contained in the forward-looking statements. Factors which may
cause such differences include the risk that potential products that appeared
promising in early research or clinical trials to SIGA or its collaborators do
not demonstrate efficacy or safety in subsequent pre-clinical or clinical
trials, and the risk that SIGA or its collaborators will not obtain appropriate
or necessary governmental approvals to market products tested in such trials.
More detailed information about SIGA and the factors discussed above is set
forth in SIGA's filings with the Securities and Exchange Commission, including
SIGA's Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
and in other documents that SIGA has filed with the U.S. Securities and Exchange
Commission. Investors and security holders are urged to read those documents
free of charge at the Commission's web site at www.sec.gov. Those documents may
also be obtained free of charge from SIGA. SIGA does not undertake to publicly
update or revise its forward-looking statements as a result of new information,
future events or otherwise. For more information about SIGA, please visit the
company's website at www.siga.com.
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Item 7. PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(A) Unaudited Pro Forma Balance Sheet (as of June 30, 2001).
(B) Press Release
EXHIBIT 7(A)
The following unaudited pro forma balance sheet is provided for
illustrative purposes only. It illustrates the sale by the Company of 409,636
shares of its common stock and warrants to purchase 307,226 shares of common
stock and the receipt by the Company of approximately $1,150,000 in net proceeds
and the conversion of the remaining 6% convertible debt and interest thereon, as
described in Item 5 of this Form 8-K, as if such transaction occurred prior to
June 30, 2001. It does not purport to represent what the actual financial
position of the Company was prior to June 30, 2001, does not purport to
represent what the actual results of operations or financial position currently
are as a result of the transaction or otherwise, and is not necessarily
indicative of the Company's future operating results.
Use of Proceeds
As Reported Adjustments Pro Forma
ASSETS
Current Assets
Cash & Cash Equiv $ 1,184,228 $1,150,000 $ 2,334,228
Accounts Receivable 26,312 26,312
Prepaid Expenses 166,628 166,628
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Total Current Assets 1,377,168 1,150,000 2,527,168
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Fixed Asset
Property, Plant, & Equipment-net 872,778 872,778
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Other Assets
Investments 275,106 275,106
Other Assets 159,983 159,983
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Total Other Assets 435,089 435,089
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TOTAL ASSETS $ 2,685,035 $1,150,000 $ 3,835,035
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LIABILITIES & EQUITY
Current Liabilities
Accounts Payable $ 340,854 $ 340,854
Accrued Expenses 192,143 192,143
Capital Lease Obligations 366,683 366,683
Deferred Revenue 5,000 5,000
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Total Current Liabilities 904,680 904,680
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Long Term Liabilities
6% Convertible Note 78,010 (78,010) -
Accrued Interest 8,500 (8,500) -
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Total Long Term Liabilities 86,510 (86,510) -
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Equity
Preferred Stock 938,676 86,510 1,025,186
Common Stock 805 41 846
Additional Paid-in Capital 24,378,144 1,149,959 25,528,103
Deferred Compensation (294,361) (294,361)
Retained Earnings (23,329,419) (23,329,419)
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Total Equity 1,693,845 1,236,510 2,930,355
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TOTAL LIABILITIES & EQUITY $ 2,685,035 $1,150,000 $ 3,835,035
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Exhibit 7(B)
SIGA Technologies Completes Private Placement
NEW YORK, September 20, 2001 -- SIGA Technologies, Inc. (NASDAQ: SIGA and
FRANKFURT: SGW 919 473), a biopharmaceuticals company focusing on antibiotics
and vaccines directed at bacterial infections, announced today the receipt of
$1,159,500 from a private placement of 409,636 shares of common stock and
warrants to purchase 307,226 shares of common stock to a group of investors,
including members of its Board of Directors.
The common stock was placed at $2.75 - $3.07 per share and yielded net proceeds
of approximately $1,150,000 to the company. The warrants are exercisable at
$3.552 per share, which represents a 20% premium to the closing price of the
common stock at the time the transaction was completed.
In addition to this placement, on August 23, 2001, the remaining $100,000 of
SIGA's 6% convertible debt and accrued interest thereon was converted into
equity. Over the past three months, holders of SIGA's 6% convertible debt have
converted $1,500,000 principal amount and approximately $100,000 of accrued
interest into equity. As of today, SIGA has 9,160,022 shares of common stock and
394,266 shares of Series "A" convertible preferred stock outstanding. The Series
"A" preferred stock is, subject to certain adjustments, convertible into common
stock on a one-for-one basis.
SIGA is identifying and developing novel anti-infective agents based on its
pioneering research in the field of bacterial surface proteins, structures used
by bacteria initiate and maintain an infection. Drug candidates that interfere
with surface protein expression are expected to be effective against a wide
range of disease-causing bacteria, including antibiotic resistant bacteria, by
blocking the attachment of bacteria to human tissue, the first step in the
infection process. By comparison, antibiotics available today act by interfering
with either the structure of the metabolism of a bacterial cell, affecting its
ability to survive and to reproduce. No currently available antibiotics target
the attachment of a bacterium to its target tissue. Once prevented from
attaching to and colonizing human tissue, bacteria are readily cleared by the
body's immune system
This news release contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements, including statements regarding the efficacy and intended utilization
of SIGA's technologies under development, are not guarantees of future
performance. Actual results may differ materially from the expectations
contained in the forward-looking statements. Factors which may cause such
differences include the risk that potential products that appeared promising in
early research or clinical trials to SIGA or its collaborators do not
demonstrate efficacy or safety in subsequent pre-clinical or clinical trials,
and the risk that SIGA or its collaborators will not obtain appropriate or
necessary governmental approvals to market products tested in such trials.
More detailed information about SIGA and the factors discussed above is set
forth in SIGA's filings with the Securities and Exchange Commission, including
SIGA's Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
and in other documents that SIGA has filed with the U.S. Securities and Exchange
Commission. Investors and security holders are urged to read those documents
free of charge at the Commission's web site at www.sec.gov. Those documents may
also be obtained free of charge from SIGA. SIGA does not undertake to publicly
update or revise its forward-looking statements as a result of new information,
future events or otherwise. For more information about SIGA, please visit the
company's website at www.siga.com.
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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.
September 26, 2001 SIGA TECHNOLOGIES, INC.
By: /s/ Thomas N. Konatich
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Thomas N. Konatich
VP-Chief Financial Officer
and Secretary
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