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): February 8, 2006
IMMTECH INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 8733 39-1523370
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
150 Fairway Drive, Suite 150, Vernon Hills, Illinois 60061
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 573-0033
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 1.01. Entry Into A Material Definitive Agreement.
------------------------------------------------------
On February 8, 2006, Immtech International, Inc. (the "Registrant")
entered into an underwriting agreement (the "Underwriting Agreement") with
Ferris, Baker Watts, Incorporated (the "Underwriter"). The Underwriting
Agreement relates to the offering and sale of 2,000,000 shares of the
Registrant's common stock under the Registrant's Registration Statement on Form
S-3 (Nos. 333-130970), which was declared effective by the U.S. Securities and
Exchange Commission on February 7, 2006. The Registrant also granted an option
to the Underwriter to purchase up to an additional 300,000 shares to cover
over-allotments. Pursuant to the Underwriting Agreement, the Underwriter will
receive an underwriting discount equal to 6%, and an advisory fee equal to 1%,
of the gross proceeds of the offering (approximately $0.48 and $0.08 per share,
respectively), plus any out-of-pocket expenses up to $100,000. The Registrant
estimates that the net proceeds of the offering will be approximately $14.730
million, or approximately $16.962 million if the Underwriter exercises its
option to purchase additional shares in full. All of the shares to be sold are
being offered by the Company. The offering is expected to close on February 13,
2006.
Attachments to the Underwriting Agreement include a free writing
prospectus (the "Free Writing Prospectus"), dated February 8, 2006, which
contains the information set forth below with respect to the sale of shares of
the Registrant's common stock:
Common Stock Offered: 2,000,000 newly issued shares of its common
stock at a public offering price of $8.00 per
share under an effective shelf registration
statement on file with the U.S. Securities and
Exchange Commission; and a 30-day option for
the Underwriter to purchase up to an additional
300,000 shares of the Registrant's common stock.
Estimated Gross Proceeds: $16 million, based on a public offering price of
$8.00 per share, or approximately $18.4 million
if the Underwriter exercises its option to
purchase additional shares in full.
Use of Proceeds: For working capital and general corporate
purposes.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference. A copy of the
Free Writing Prospectus is filed as Exhibit 1.2 to this Current Report on Form
8-K and incorporated herein by reference. The description of material terms of
the Underwriting Agreement and Free Writing Prospectus is qualified in its
entirety by reference to such exhibits.
Item 7.01. Regulation FD Disclosure.
------------------------------------
On February 8, 2006, the Registrant announced the pricing of an
underwritten public offering of 2,000,000 shares of its common stock at a price
of $8.00 per share. The gross proceeds to the Registrant are expected to be $16
million. A copy of the press release with respect to such sale is furnished as
Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
---------------------------------------------
(d) The following exhibits are filed with this report:
Exhibit Number Description
----------------- ---------------------------------------------------------
1.1 Underwriting Agreement between the Registrant and the
Underwriter dated February 8, 2006
1.2 Free Writing Prospectus dated February 8, 2006
99.1 Press Release by Registrant dated February 8, 2006
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.
IMMTECH INTERNATIONAL, INC.
Date: February 8, 2006
By: /s/ Eric L. Sorkin
---------------------------------------
Name: Eric L. Sorkin
Title: Chairman and Chief Executive Officer