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:) December 31, 2002
SIGA Technologies, Inc.
Delaware 0-23047 13-3864870
(State or other jurisdiction Commission File Number IRS Employer ID No.
of incorporation)
420 Lexington Avenue, New York, New York 10170
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 672-9100
NOT APPLICABLE
(former name or former address, if changed from last report)
SIGA TEDHNOLOGIES, INC.
Form 8-K
TABLE OF CONTENTS
Page
Item 5. Other Events ....................................................... 3
Item 7. Pro Forma Statement ................................................ 4
Signatures ........................................................ 5
Item 5. Other Events
On December 31, 2002, SIGA Technologies, Inc. (the "Company") received gross
proceeds of $990,000 from a private placement of 900,000 shares of its common
stock, and net proceeds of $891,000. On the completion of certain ministerial
actions, the Company anticipates it will receive additional gross proceeds of
$690,000 from this offering for an additional 627,300 shares of its common
stock. The net proceeds to the Company will be $621,000.
Further, the Company anticipates receiving gross proceeds of up to an additional
$170,000 upon completion of the placement of the remaining 172,700 shares
offered in the private placement, proceeds to the Company will be $153,000,
however no assurance can be given that the closing with respect to these
securities will occur.
Statements contained herein and in future fillings 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 2002 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 fillings with the Securities and Exchange Commission, including
SIGA's Annual Report on Form 10-K for the fiscal year ended December 31, 2001,
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 it's forward-looking statements as a result of new information,
future events or otherwise.
Item 7. Pro Forma Financial Statements and Exhibits
(A) Unaudited Pro Forma Balance Sheet (as of November 30, 2002)
(B) 99.1 Press Release
The following unaudited pro forma balance sheet is provided for illustrative
purposes only. It illustrates the sale by the Company of 900,000 shares of its
common stock for net proceeds of $891,000 and the net loss for the two months
ended November 30, 2002, as described in Item 5 of this Form 8-K, as if such
transactions occurred prior to November 30, 2002. It 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.
Adjusted as
30-Nov-02 Adjustments of
Unaudited 30-Nov-02
ASSETS
Current Assets
Cash & Cash Equiv $ 1,542,182 $891,000 $ 2,433,182
Accts. Receivable 33,650 -- 33,650
Prepaid Expense 88,283 -- 88,283
------------ -------- ------------
Total Current Assets 1,664,115 891,000 2,555,115
------------ -------- ------------
Fixed Assets
Prop. Plant & Equipment-net 451,146 -- 451,146
------------ -------- ------------
Other Assets 159,904 -- 159,904
------------ -------- ------------
TOTAL ASSETS $ 2,275,165 $891,000 $ 3,166,165
------------ -------- ------------
LIABILITIES & EQUITY
Current Liabilities
Accounts Payable $ 335,790 $ -- $ 335,790
Accrued Expenses 85,769 -- 85,769
Preferred Dividends Payable 5,714 -- 5,714
Deferred Revenue -- -- --
Capital Lease Obligations 25,165 -- 25,164
------------ -------- ------------
Total Current Liabilities 452,438 -- 452,437
------------ -------- ------------
Equity
Preferred Stock 443,674 -- 443,674
Common Stock 1,018 90 1,108
Additional Paid-in-Capital 30,324,168 890,910 31,215,078
Deferred Compensation (5,477) -- (5,477)
Retained Earnings (28,940,654) -- (28,940,654)
------------ -------- ------------
Total Equity 1,822,729 891,000 2,713,729
------------ -------- ------------
TOTAL LIABILITIES & EQUITY $ 2,275,167 $891,000 $ 3,166,166
------------ -------- ------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has fully caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIGA Technologies, Inc.
(Registrant)
Date: January 14, 2003 By: /s/ Thomas N. Konatich
---------------------------------
Thomas N. Konatich
Chief Financial Officer
(Principal Accounting Officer and
Financial Officer and Vice
President, Finance)
Exhibit 99.1
SIGA TECHNOLOGIES COMPLETES PRIVATE PLACEMENT
NEW YORK, January 9, 2003 -- SIGA Technologies, Inc. (NASDAQ: SIGA and
FRANKFURT: SGW 919 473), a biopharmaceuticals company focusing on antibiotics
and vaccines directed at bacterial infections, anticipates the completion of a
closing of a private placement of up to 34 units consisting of 1.7 million
shares of its common stock to a group of private investors. The gross proceeds
from the offering will be approximately $1.85 million, with net proceeds of
approximately $1.65 million to SIGA.
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 to 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 or 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.
SIGA's lead product development programs focus on biological warfare defense,
mucosal vaccines for strep throat and sexually transmitted diseases, commensal
bacteria for the delivery of vaccines and protein therapeutics and novel
antibiotics for gram positive and gram negative bacteria.
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, 2001,
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