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): June 1, 2007
ALTEON
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16043
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13-3304550
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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221
West Grand Avenue
Montvale,
New Jersey 07645
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
Not
Applicable
___________________________________
Former
name or former address, if changed since last report
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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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 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
June
1, 2007, Alteon Inc., a Delaware corporation (the “Company”), entered into an
omnibus amendment (the “Omnibus Amendment”), with the holders of the Company’s
Senior Secured Convertible Promissory Notes, dated January 11, 2007 (the
“Notes”). The Omnibus Amendment amended the following documents: (i) that
certain Note and Warrant Purchase Agreement, dated January 11, 2007 by and
among
the Company and the holders of the Notes (the “Note Purchase Agreement”), (ii)
the Notes, and (iii) the warrants issued to the holders of the Notes, each
dated
January 11, 2007 (the “Warrants”). Pursuant to the Omnibus Amendment, the Note
Purchase Agreement was amended to provide for the issuance of an additional
$3,000,000 of indebtedness by the Company. In order to provide for such
additional indebtedness, the Notes, in the original principal amount of
$3,000,000, were cancelled and replaced with amended and restated senior
convertible promissory notes in an aggregate principal amount of $6,000,000
(the
“New Notes”). The New Notes increase certain penalties contained in the Notes if
the proposed preferred stock financing transaction between the Company and
the
holders of the Notes is not closed by July 31, 2007, as follows: the Company
will be obligated to pay to the holders of the New Notes a $6,000,000 penalty
in
addition to the outstanding principal and interest that will become due under
the New Notes on July 31, 2007, and the Company will be obligated to pay the
holders 30% of any amount received by the Company from financing, sale or
licensing transactions completed prior to June 30, 2009, subject to a cap of
$8,000,000. The Omnibus Amendment also amended the date that the Warrants can
be
exercised by the holders from May 31, 2007, to July 31, 2007. Finally, the
Omnibus Amendment acknowledged that the New Notes are subject to the Security
and Guaranty Agreement and the Intellectual Property Security Agreement, each
dated January 11, 2007, by and among the Company and the holders of the Notes.
On
June
1, 2007 the Company also entered into Amendment No. 1 to the Series B Preferred
Stock and Warrant Purchase Agreement (“Amendment No. 1 to the SPA”) by and among
the Company and the Purchasers named therein, which amends that certain Series
B
Preferred Stock and Warrant Purchase Agreement dated April 5, 2007 (the “Series
B Preferred Purchase Agreement”). Pursuant to Amendment No. 1 to the SPA, the
per share price at which the series B preferred stock of the Company will be
sold in the proposed preferred stock financing, was fixed at a price of $0.05
per share. Prior to entering into Amendment No. 1 to the SPA, the price per
share at which the series B preferred stock of the Company was to be sold in
the
proposed financing was to be within a range between $0.05 and $0.075 and was
to
be determined following the requisite shareholder vote regarding the financing
and the proposed reverse stock split, as set forth in the Series B Preferred
Purchase Agreement. In addition, Amendment No. 1 to the SPA extended certain
deadlines in the Series B Preferred Purchase Agreement from May 31, 2007 to
July
31, 2007, to accommodate for the time required to respond to the comments of
the
Securities and Exchange Commission on the Company’s preliminary proxy statement.
The
preceding descriptions of the Omnibus Amendment and Amendment No.1 to the SPA
do
not purport to be complete and are qualified in their entirety by reference
to
such documents, copies of which are attached as Exhibits 10.1 and 10.2 to this
Current Report on Form 8-K and incorporated herein by reference
Item
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
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10.1 |
Omnibus
Amendment dated June 1, 2007
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10.2 |
Amendment
No.1 to Series B Preferred Stock and Warrant Purchase Agreement dated
June
1, 2007
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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.
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ALTEON
INC. |
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| Dated: June 7, 2007 |
/s/ Noah Berkowitz, M.D., Ph.D.
Noah Berkowitz, M.D., Ph.D. |
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President and Chief Executive
Officer |
Exhibit
Index
| Exhibit |
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| Number |
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Description |
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10.1
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Omnibus
Amendment dated June 1, 2007
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10.2
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Amendment
No.1 to Series B Preferred Stock and Warrant Purchase Agreement dated
June
1, 2007
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