SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) January 17, 2002
ALTEON INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-16043 13-3304550
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(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number Identification No.)
170 Williams Drive, Ramsey, New Jersey 07446
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 943-5000
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(Former Name or Former Address, If Changed Since Last Report)
Item 5. Other Events
On January 17, 2002, Alteon Inc. issued the following press release:
ALTEON INC. RECEIVES MORE THAN $1.1 MILLION FROM SALE OF NEW JERSEY TAX
BENEFITS
-Company Completes Previously Announced Financing for $18.6 Million-
RAMSEY, N.J., Jan. 17/PRNewswire-FirstCall/ - Alteon Inc. (Amex: ALT) announced
today that it has received $1,186,921 from the sale of its net operating loss
carryovers (NOLS) under the State of New Jersey's Technology Business Tax
Certificate Transfer Program (the "Program").
The Program is an initiative passed by the New Jersey State Legislature that
allows qualified technology and biotechnology businesses in New Jersey to sell
unused amounts of NOLS and defined Research and Development tax credits for
cash. During the three years of the Program's existence, Alteon has received
more than $5.3 million in non-equity cash.
In addition, Alteon has closed a stock purchase agreement, announced last week,
to sell common stock to a group of institutional investors, raising net proceeds
of approximately $18.6 million. The institutional investors include funds
managed by Fiduciary Trust Company, International, Merlin BioMed of New York,
SDS Merchant Fund, Oracle Partners, Scout Capital, MPM BioEquities and Domain
Public Equity Partners. The 4.45 million shares of common stock were offered
through a prospectus supplement pursuant to the company's effective shelf
registration statement.
"Through the financing and the sale of NOLS, Alteon has raised close to $20
million this month," said Kenneth I. Moch, President and Chief Executive
Officer. "These funds bring our current cash-on-hand to approximately $30
million, allowing us increased flexibility as we move forward with the
development of ALT-711 and our pipeline products."
About Alteon
Alteon is developing several new classes of drugs that reverse or slow down
diseases of aging and complications of diabetes. These compounds impact a
fundamental pathological process caused by protein-glucose complexes called
Advanced Glycosylation End-products (A.G.E.s). The formation and crosslinking of
A.G.E.s are an inevitable part of the aging process that lead to a loss of
flexibility and function in body tissues, organs and vessels. The company is
initially developing therapies for cardiovascular and kidney diseases in older
or diabetic individuals.
Alteon has created a library of novel classes of compounds targeting the A.G.E.
Pathway. These include A.G.E. Crosslink Breakers, A.G.E. Formation Inhibitors
and Glucose Lowering Agents. The Company's lead A.G.E. Crosslink Breaker ALT-711
is being evaluated in the Phase IIb SAPPHIRE clinical trial focused on systolic
hypertension, and the Phase IIb SILVER trial in systolic hypertension with left
ventricular hypertrophy. The compound is also under Phase I investigation in
end-stage renal disease patients undergoing peritoneal dialysis, a patient
population that has significant cardiovascular disease. Other A.G.E. compounds
are being evaluated for skin aging, as well as additional human and animal
health indications. For more information on Alteon, visit the company's web
site at http://www.alteonpharma.com.
Any statements contained in this press release that relate to future plans,
events or performance are forward-looking statements that involve risks and
uncertainties including, but not limited to, those relating to technology and
product development (including the possibility that early clinical trial
results may not be predictive of results that will be obtained in large-scale
testing or that any clinical trials will not demonstrate sufficient safety and
efficacy to obtain requisite approvals or will not result in marketable
products), regulatory approval processes, intellectual property rights and
litigation, competitive products, ability to obtain financing, and other risks
identified in Alteon's filings with the Securities and Exchange Commission. The
information contained in this press release is accurate as of the date
indicated. Actual results, events or performance may differ materially. Alteon
undertakes no obligation to publicly release the result of any revision to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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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.
Alteon Inc.
By: /s/ Kenneth I. Moch
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Kenneth I. Moch
President and Chief Executive Officer
Dated: January 17, 2002