UNITED STATES
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) January 7, 2004
DOR BIOPHARMA, INC
(Exact name of registrant as specified in its charter)
DELAWARE 1-14778 41-1505029
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1691 MICHIGAN, SUITE 435, MIAMI, FL 33139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 534-3383
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
PRIVATE PLACEMENT FINANCING
We have entered into definitive agreements for the sale of securities in a
private placement to institutional investors with gross proceeds of $3.25
million. On March 4th, 2004 we issued a press release which is attached to this
Form 8-K as Exhibit 99.1 and incorporated herein by reference. Details of this
transaction can be found in Exhibits 99.2, 99.3 and 99.4 attached to this Form
8-K and incorporated herein by reference.
PREFERRED STOCK CONVERSION
We have completed the conversion of all of our previously outstanding shares of
Series B Preferred Stock into shares of Common Stock. On March 4th, 2004 we
issued a press release which is attached to this Form 8-K as Exhibit 99.5 and
incorporated herein by reference.
TECHNOLOGY UPDATE
In order to focus development efforts on our lead therapeutic product orBec(R)
and our ricin and botulinum biodefense products, we have renegotiated our rights
to two platform technologies for drug and vaccine delivery that are not
compatible with our current objectives. We have returned the rights to oral
polymerized liposome technology for vaccine and protein delivery to the
Massachusetts Institute of Technology. We were no longer developing this
technology, and by relinquishing our rights to this license, which was obtained
in 1997, we will recognize a cost savings because we no longer have to pay
annual license maintenance fees and will not need to continue to support
prosecution of U.S. and European patents. In addition, we have amended our
existing agreement with the Southern Research Institute/University of Alabama
("SRI/UAB") for rights to use their patents and technologies for
commercialization of microencapsulated vaccines that permit oral delivery of
antigenic compounds (vaccines). In February 1998, we licensed from SRI/UAB
rights to develop and commercialize orally administered vaccines using SRI/UAB
patented technology. This technology had been under development by us as a
general vaccine delivery platform, in which we had focused efforts on
development of orally administered tetanus and pertussis vaccines. In April 2003
after the inception of our biodefense program, the license agreement was amended
to provide us with the rights to nasal delivery of anthrax and ricin antigens.
In keeping with our current focus, the SRI/UAB license agreement has again been
amended to allow us to keep the nasal rights for the ricin vaccine while
returning all other rights. This second amendment significantly alters our
obligations under the original license agreement, substantially reducing future
annual license maintenance fees and obligations to support the SRI/UAB patent
portfolio, and eliminates sponsored research obligations, all of which we expect
to result in cost savings of approximately $1.1 million through December 31,
2004. The agreement provides for future licensing of the microencapsulation
technology for additional vaccines should we require it to meet our strategic
development goals. It should be noted that our botulinum vaccine program does
not utilize any of the above mentioned delivery technologies, so it is not
affected by these amendments.
Exhibits
99.1 Press Release of DOR BioPharma, Inc regarding the
Private Placement Financing, dated March 4th, 2004.
99.2 Registration Rights Agreement
99.3 Form of Subscription Agreement
99.4 Form of Warrant
99.5 Press Release of DOR BioPharma, Inc regarding the
Preferred Stock Conversion, dated March 4th, 2004.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DOR BioPharma, Inc.
Date: March 04, 2004 By: /s/ Ralph Ellison
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Ralph Ellison
Chief Executive Officer and
President