DOR 8K Letter of Intent - Sigma Tau
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): January
3, 2007
Commission
File No. 000-16929
DOR
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
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DELAWARE
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41-1505029
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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1101
Brickell Ave., Suite 701 S
Miami,
FL
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33131
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(Address
of principal executive offices)
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(Zip
Code)
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(305)
534-3383
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(Issuer’s
telephone number, including area code)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
January 3, 2007, DOR BioPharma, Inc. (the “Company”) entered into a non-binding
letter of intent (the “Letter of Intent”) with Sigma-Tau Pharmaceuticals, Inc.
(“Sigma-Tau”), which grants Sigma-Tau an exclusive right to negotiate terms and
conditions for a possible business transaction or strategic alliance regarding
the Company’s lead product, orBec® (oral beclomethasone dipropionate), and
potentially other Company pipeline compounds until March 1, 2007. In
consideration for entering into the Letter of Intent, Sigma-Tau has agreed
to
purchase $1 million of the Company’s common stock, par value $0.001 per share
(“Common Stock”), at the market price of $0.246 per share, representing
4,065,041 shares of common stock, and has contributed an additional $2 million
in cash. The $2 million contribution will be considered an advance payment
to be
deducted from future payments due to the Company by Sigma-Tau pursuant to any
future orBec® commercialization arrangement reached between the two parties.
If
the
parties do not execute definitive agreements relating to a business transaction
or strategic alliance regarding the Company’s lead product, orBec® (oral
beclomethasone dipropionate), and potentially other Company pipeline compounds
by March 1, 2007 or if Sigma-Tau terminates the Letter of Intent at an earlier
date, the Company will be required to return the $2 million to Sigma-Tau within
60 days. If the Company does not return the $2 million to Sigma-Tau in cash
by
May 31, 2007, interest will accrue at a rate of 6% compounded annually, and
Sigma-Tau will have the option, in its sole discretion, to convert the accrued
amount into Common Stock at a price per share equal to 80% of the average
closing price of Common Stock for the five business days immediately preceding
the date such election is made.
The
closing of the transaction relating to a business transaction or strategic
alliance regarding the Company’s lead product, orBec® (oral beclomethasone
dipropionate), and potentially other Company pipeline compounds is subject
to
execution of definitive agreements between the parties, containing such
representations, warranties, covenants, conditions, indemnities and limitations
as are customary in a transaction of this kind. The Company has granted
Sigma-Tau demand and piggy-back registration rights with regard to the shares
issued, and to be issued upon election, to Sigma-Tau.
A
copy of
the Letter of Intent is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Item
3.02 Unregistered
Sales of Equity Securities.
Under
the
terms of Letter of Intent described in Item 1.01 above, the Company has agreed
to issue 4,065,041 shares of Common Stock, to Sigma-Tau, for gross proceeds
of
$1 million. Such securities were issued pursuant to an exemption provided by
Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of
Regulation D promulgated thereunder.
The
net
proceeds from the sale of the securities will be used for working capital and
general corporate purposes.
Item
9.01 Financial
Statements and Exhibits
(c)
Exhibits:
10.1 Letter
of
Intent dated January 3, 2007 by and between DOR BioPharma, Inc. and Sigma-Tau
Pharmaceuticals, Inc.
99.1 Press
release issued by DOR BioPharma, Inc. on January 4, 2007.
SIGNATURE
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.
DOR
BIOPHARMA, INC.
By:
/s/
Christopher J. Schaber
Name:
Christopher J. Schaber
Title:
Chief Executive Officer
Date:
January 4, 2007
EXHIBIT
INDEX
Exhibit
No. Description
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10.1
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Letter
of Intent dated January 3, 2007 by and between DOR BioPharma, Inc.
and
Sigma-Tau Pharmaceuticals, Inc.
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99.1
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Press
release issued by DOR BioPharma, Inc. on January 4,
2007.
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