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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 AND EXCHANGE ACT OF 1934
May 18, 2001
Date of Report (Date of earliest event reported)
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NEOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-28782 93-0979187
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
157 TECHNOLOGY DRIVE 92618
IRVINE, CALIFORNIA (Zip Code)
(Address of principal
executive offices)
(949) 788-6700
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On May 18, 2001, NeoTherapeutics, Inc. ("NeoTherapeutics") issued 1,400,000
shares of common stock and warrants to purchase up to 280,000 shares of common
stock at an exercise price of $6.00 per share to Montrose Investments Ltd. and
Strong River Investments, Inc., for aggregate consideration of $5,950,000. The
shares and warrant were issued pursuant to an effective Registration Statement
on Form S-3. The warrants are exercisable at any time between December 31, 2002,
and May 17, 2006, or earlier upon the occurrence of certain events or upon not
less than 65 days written notice from the holder, and contain customary
anti-dilution provisions in the event of a stock split, stock dividend, merger,
recapitalization or distribution of assets. In connection with this transaction,
the investors agreed to reduce certain payments owed to the investors by
NeoTherapeutics pursuant to a letter agreement dated April 17, 2001. The
foregoing description is qualified in its entirety by reference to the
Securities Purchase Agreement, dated as of May 17, 2001, by and among the
NeoTherapeutics, Montrose Investments Ltd. and Strong River Investments, Inc.,
the warrants issued by NeoTherapeutics to Montrose Investments Ltd. and Strong
River Investments, Inc., dated as of May 18, 2001, and a Letter Agreement, dated
as of May 17, 2001, by and among the NeoTherapeutics, Montrose Investments Ltd.
and Strong River Investments, Inc., copies of which are attached hereto as
Exhibits 10.1, 4.1, 4.2 and 10.2, respectively.
ITEM 7. EXHIBITS
Exhibits:
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4.1 Warrant issued by Registrant to Montrose Investments Ltd. dated
as of May 18, 2001.
4.2 Warrant issued by Registrant to Strong River Investments, Inc.
dated as of May 18, 2001.
10.1 Securities Purchase Agreement dated as of May 17, 2001, by and
among Registrant, Montrose Investments Ltd. and Strong River
Investments, Inc.
10.2 Letter Agreement, dated as of May 17, 2001, by and among the
NeoTherapeutics, Montrose Investments Ltd. and Strong River
Investments, Inc.
99.1 Press Release dated May 18, 2001.
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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.
NEOTHERAPEUTICS, INC.
Date: May 21, 2001 By: /s/ RAJESH SHROTRIYA
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Name: Rajesh C. Shrotriya, M.D.
Title: President and Chief
Operating Officer
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EXHIBIT INDEX
Exhibits:
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4.1 Warrant issued by Registrant to Montrose Investments Ltd. dated
as of May 18, 2001.
4.2 Warrant issued by Registrant to Strong River Investments, Inc.
dated as of May 18, 2001.
10.1 Securities Purchase Agreement dated as of May 17, 2001, by and
among Registrant, Montrose Investments Ltd. and Strong River
Investments, Inc.
10.2 Letter Agreement, dated as of May 17, 2001, by and among the
NeoTherapeutics, Montrose Investments Ltd. and Strong River
Investments, Inc.
99.1 Press Release dated May 18, 2001.