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 30, 2002
SIGA Technologies, Inc.
Delaware 0-23047 13-3864870
(State or other Commission File Number IRS Employer ID No.
jurisdiction
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 and Exhibit A................................... 4
Exhibit B .......................................................... 5
Signatures.......................................................... 6
2
Item 5. Other Events
On October 4, 2002, SIGA Technologies, Inc. (the "Company") received net
proceeds of $931,220 from a private placement of 1,037,500 shares of its common
stock and warrants to acquire 518,750 shares of common stock for $2.25 per
share, exercisable for a period of five years.
In addition to this placement, on September 30, 2001, the Company issued 31,466
shares of preferred stock to pay the approximately $45,232 of accrued dividends
payable.
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 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 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.
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Item 7. Pro Forma Financial Statement and Exhibits
(A) Unaudited Pro Forma Balance Sheet (as of August 31, 2002)
(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 1,037,500 shares of its
common stock and warrants to acquire 518,750 shares of common stock for net
proceeds of $931,220, the issuance of 29,570 shares of preferred stock to pay
the approximately $42,507 of accrued dividends payable at August 31, 2002 and
the net loss for the two months ended August 31, 2002, as described in Item 5 of
this Form 8-K, as if such transactions occurred prior to August 31, 2002. It
does not purport to represent what the actual financial position of the Company
was prior to August 31, 2002, 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 of
31-Aug-02 Adjustments 31-Aug-02
------------ ----------- ------------
ASSETS
Current Assets
Cash & Cash Equiv $ 1,250,123 $ 931,220 $ 2,181,343
Accts. Receivable 179,475 -- 179,475
Prepaid Expense 92,671 -- 92,671
------------ --------- ------------
Total Current Assets 1,522,269 931,220 2,453,489
------------ --------- ------------
Fixed Assets
Prop. Plant & Equipment-net 531,726 -- 531,726
------------ --------- ------------
Other Assets 139,547 -- 139,547
------------ --------- ------------
TOTAL ASSETS $ 2,193,542 $ 931,220 $ 3,124,762
------------ --------- ------------
LIABILITIES & EQUITY
Current Liabilities
Accounts Payable $ 440,021 $ -- $ 440,021
Accrued Expenses 110,121 -- 110,121
Preferred Dividends Payable 42,507 (42,507) --
Deferred Revenue 900 -- 900
Capital Lease Obligations 66,112 -- 66,112
------------ --------- ------------
Total Current Liabilities 659,661 (42,507) 617,154
------------ --------- ------------
Equity
Preferred Stock 398,441 42,507 440,948
Common Stock 1,016 104 1,120
Additional Paid-in-Capital 29,392,920 931,116 30,324,036
Deferred Compensation (7,305) -- (7,305)
Retained Earnings (28,251,191) -- (28,251,191)
------------ --------- ------------
Total Equity 1,533,881 973,727 2,507,608
------------ --------- ------------
TOTAL LIABILITIES & EQUITY $ 2,193,542 $ 931,220 $ 3,124,762
------------ --------- ------------
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Exhibit 7 (B)
SIGA TECHNOLOGIES COMPLETES PRIVATE PLACEMENT
NEW YORK, October 7, 2002 -- 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
$1,037,500 from a private placement of units consisting of an aggregate of
1,037,500 shares of common stock and warrants to purchase 518,750 shares of
common stock at an exercise price of $2.25 per share to a group of private
investors. The offering yielded net proceeds of approximately $935,000 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.
CONTACT: SIGA Technologies, Inc., New York
Thomas N. Konatich, CFO 212/672-9100
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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: October 10, 2002 By: /s/ Thomas N. Konatich
------------------
Thomas N. Konatich
Chief Financial Officer
(Principal Accounting Officer and
Financial Officer and Vice
President, Finance)
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