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UNITED STATES
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
Date of Report (Date of earliest event reported): January 22, 1998
0-27352
(Commission File Number)
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HYBRIDON, INC.
(Exact name of registrant as specified in its charter)
Delaware 3072298
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(State of Incorporation) (IRS Employer
Identification Number)
620 Memorial Drive, Cambridge, Massachusetts 02139
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(Address of registrant's principal executive office)
(617) 528-7000
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(Registrant's telephone number)
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ITEM 5. Other Events
On January 22, 1998, Hybridon, Inc. (the "Company") issued a press
release announcing that the Company has determined not to proceed with the
offering described in its press release dated November 18, 1997 and filed with a
Current Report on Form 8-K on that date. In lieu thereof, the Company has
commenced a private offering, on a best efforts basis, to overseas investors in
accordance with Regulation S under the Securities Act of 1933 of units
("Units"), each Unit consisting of $100,000 principal amount of Notes due 2007
and certain warrants to purchase Common Stock, pursuant to which the Company
intends to offer (together with a private offering, on a best efforts basis, on
substantially the same terms which the Company may commence in the United
States) a maximum of 400 Units (with an over-allotment option covering an
additional 150 Units), at a purchase price of $100,00 per Unit. A copy of the
release has been filed with this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit Number Title
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99.1 Press Release dated January 22, 1998
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, thereunto duly authorized.
HYBRIDON, INC.
By: /s/ E. ANDREWS GRINSTEAD, III
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Name: E. Andrews Grinstead, III
Title: Chairman of the Board,
President and Chief
Executive Officer
Date: January 22, 1998
FOR IMMEDIATE RELEASE
Debra J. Manjourides
Corporate Communications
617.528.7523
HYBRIDON ANNOUNCES COMMENCEMENT OF PRIVATE PLACEMENT OF UP TO
$40,000,000
CAMBRIDGE, MA., January 22, 1998 -- Hybridon, Inc. (OTC-BB: HYBN) today
announced that it has commenced a private offering, on a best efforts basis, to
overseas investors in accordance with Regulation S under the Securities Act of
1933, as amended (the "Offering"), of units ("Units"), each Unit consisting of
$100,000 principal amount of Notes due 2007 ("Offering Notes") and certain
warrants ("Warrants") to purchase Common Stock, pursuant to which it intends to
offer a minimum of 20 Units and (together with a private offering, on a best
efforts basis, on substantially the same terms which the Company may commence in
the United States) a maximum of 400 Units (with an over-allotment option
covering an additional 150 Units), at a purchase price of $100,000 per Unit. The
Offering Notes are automatically convertible into preferred stock of the Company
under certain circumstances described below; the holders of the Company's 9%
Convertible Subordinated Notes due 2004 (the "9% Notes") have consented to the
Offering and its terms.
The Company expects to use the net proceeds of the Offering for general
corporate purposes, primarily research and product development activities,
including costs of preparing Investigational New Drug applications and
conducting preclinical studies and clinical trials, the payment of payroll and
other accounts payable and for debt service.
The Company also announced that it has determined not to proceed with the
proposed offering of Common Stock announced on November 18, 1997.
THE SECURITIES OFFERED IN THE OFFERING AND THE SECURITIES ISSUABLE UPON EXERCISE
OR CONVERSION THEREOF HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION
REQUIREMENTS.
The Company intends to commence an exchange offer to the holders of its 9% Notes
to exchange such 9% Notes for preferred stock and warrants of the Company (the
"Exchange Offer"). There can be no assurance that such Exchange Offer will be
successful. However, the Offering Notes (which rank senior to approximately
$40,000,000 principal amount of the 9% Notes) provide that if the holders of at
least $40,000,000 principal amount (or 80%) of the 9% Notes accept the proposed
Exchange Offer and at least $20,000,000 of net proceeds are received in the
Offering, the Offering Notes will automatically convert into shares of
convertible preferred stock of the Company (the "Conversion Preferred Stock")
which will rank junior to the preferred stock issuable in the Exchange Offer.
The Offering Notes are not convertible at the option of the holder. Each Unit
sold in the Offering will include Warrants to purchase 15% (or, in certain
circumstances, 20%) of the number of shares of Common Stock underlying the
Conversion Preferred Stock underlying the Offering Notes included in such Unit
and may include additional warrants in certain circumstances described below.
The Conversion Preferred Stock, if issued, and Warrants are convertible into,
and exercisable for, Common Stock at a conversion or exercise price equal to the
lowest of (i) 80% of the average closing bid price of the Company's Common Stock
for the 30 consecutive trading days immediately preceding any closing in the
Offering or (ii) 80% of the average closing bid price of the Company's Common
Stock for the five consecutive trading days immediately preceding any closing in
the Offering; provided, however, that if on the termination date of the Offering
the Company has not received at least $20,000,000 in net proceeds from the
Offering or the holders of less than $40,000,000 principal amount of the 9%
Notes accept the proposed Exchange Offer, investors will be entitled to receive
additional warrants to purchase, at an exercise price of $0.001 per share, a
number of shares of Common Stock equal to 100% of the Common Stock underlying
the Conversion Preferred Stock underlying the Offering Notes purchased by such
investors, in which case the Offering Notes will not be convertible into equity
securities. It is expected that the Conversion Preferred Stock, if issued, will
provide that if the market price of the Common Stock is less than 125% of the
conversion price of the Conversion Preferred Stock on the one-year anniversary
of the final closing date of the Offering, the conversion price will be adjusted
(the "Reset") to be the greater of (a) the market price at such time divided by
1.25 and (b) 50% of the conversion price of the Conversion Preferred Stock at
such time; it is expected that holders of the Conversion Preferred Stock will
also receive additional Warrants to purchase a number of shares of Common Stock
equal to 50% of the additional number of shares of Common Stock issuable upon
conversion of the Conversion Preferred Stock as a result of the Reset.
Hybridon, headquartered in Cambridge, Massachusetts, is engaged in the discovery
and development of genetic medicines for the treatment of certain diseases,
based primarily on antisense technology. Antisense technology attempts to use
synthetic segments of DNA and RNA to stop the production of disease-associated
proteins by interacting at the genetic level with target strands of messenger
RNA.
This press release contains forward-looking statements that involve a number of
risks and uncertainties. The statements contained in this press release that are
not historical are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements regarding the
expectations, beliefs, intentions or strategies regarding the future. There can
be no assurance (i) as to the amount of proceeds which may be received from the
Offering or (ii) that the Offering Notes will convert into equity securities of
the Company. Furthermore, there can be no assurance that the terms of the
Offering will not change from those described above. There can also be no
assurance that the proceeds if any, from the Offering will be used in the manner
described above. The amounts actually expended by the Company and the purposes
of such expenditures may vary significantly depending upon numerous factors,
including the progress of the Company's research, drug discovery and development
programs, the results of preclinical studies and clinical trials, the timing of
regulatory approvals, sales of DNA products and reagents to third parties
manufactured on a custom contract basis by the Hybridon Specialty Products
Division and margins on such sales, technological advances, determinations as to
the commercial potential of the Company's compounds and the status of
competitive products. In addition, expenditures will also depend upon the
establishment of collaborative research arrangements with other companies, the
availability of other financing and other factors. The Company intends that all
forward-looking statements contained in this press release be subject to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements reflect the Company's views as of the date they
are made with respect to future events, but are subject to many risks and
uncertainties, which could cause the actual results of the Company to differ
materially from any future results expressed or implied by such forward- looking
statements. The Company does not undertake to update any forward-looking
statements.