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): July 1, 2005
VioQuest
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Minnesota
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000-16686
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58-1486040
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
IRS
Employer
Identification
No.)
|
7
Deer Park Drive, Suite E
Monmouth
Junction, NJ 08852
(Address
of principal executive offices)
(732)
274-0399
(Registrant's
telephone number, including area code)
(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:
[ ]
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))
Item
1.01 Entry into a Material Definitive Agreement.
On
July
1, 2005, VioQuest Pharmaceuticals, Inc. (the “Company”) entered into an
agreement and plan of merger (the “Merger Agreement”) with Greenwich
Therapeutics, Inc. (“Greenwich”) and VQ Acquisition Corp., a wholly-owned
subsidiary of the Company (“Merger Sub”). Greenwich is a privately-held, New
York-based biotechnology company, which owns exclusive license rights to
two
anti-cancer agents - sodium stibogluconate (SSG) and triciribine (TCN-P).
Pursuant to the terms of the Merger Agreement, Merger Sub will merge with
and
into Greenwich such that Greenwich will be the surviving corporation and
a
wholly-owned subsidiary of the Company following such merger. In exchange
for
all of the outstanding stock of Greenwich, the stockholders of Greenwich
will
receive a number of shares of the Company’s common stock such that, immediately
following the merger, they will collectively own approximately 49 percent
of the
Company’s issued and outstanding shares of common stock. In addition to such
common shares, the Company will also issue to the Greenwich stockholders
five-year warrants to purchase an aggregate of 4,000,000 shares of the Company’s
common stock at an exercise price of $1.41 per share. Accordingly, on a
fully-diluted basis after giving effect to the transaction (assuming the
issuance of all shares of common stock subject to outstanding options and
warrants), the Greenwich stockholders will collectively hold approximately
47
percent of the Company’s common stock. One-half of the shares and warrants to be
issued to Greenwich’s stockholders will be placed in escrow and will be released
incrementally upon the achievement of certain milestones relating to the
clinical development of Greenwich’s two product candidates. The completion of
the merger is subject to various conditions, including the reincorporation
of
the Company under Delaware law (discussed below) and the approval of the
merger
by Greenwich’s stockholders.
Dr.
Lindsay A. Rosenwald and certain trusts established for the benefit of Dr.
Rosenwald and his family collectively hold approximately 48% of Greenwich’s
capital stock. Together, Dr. Rosenwald and such trusts also beneficially
own
approximately 16% of the Company’s common stock. The Minnesota Business
Corporation Act (the “MBCA”), to which the Company is currently subject as a
Minnesota corporation, prohibits a “business combination” transaction between
the Company and Dr. Rosenwald, including an entity of which Dr. Rosenwald
owns
at least 10 percent of its outstanding stock. The General Corporation Law
of
Delaware (the “DGCL”), which governs Delaware corporations, would not prohibit
the proposed Merger with Greenwich. Accordingly, the Company cannot complete
the
proposed Merger as a Minnesota corporation, but could if it reincorporated
under
Delaware law before completing the transaction. The Company intends to call
a
meeting of its shareholders as promptly as possible for the purpose of
considering such an action.
In
addition to Dr. Rosenwald’s relationship with Greenwich, two directors of the
Company, Stephen C. Rocamboli and Michael Weiser, M.D., Ph.D., own approximately
3.6% and 7%, respectively, of Greenwich’s outstanding common stock. Mr.
Rocamboli and Dr. Weiser are also employees of Paramount BioCapital, of which
Dr. Rosenwald is the chairman and sole stockholder. As a result of such
relationships with Greenwich, both Mr. Rocamboli and Dr. Weiser did not attend
or otherwise participate in any meetings of the Company’s Board of Directors
relating to the Merger Agreement.
The
Company's press release dated July 8, 2005 is
attached to this Form 8-K as Exhibit 99.1 and incorporated by reference
herein.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
99.1 Press
release dated July 8, 2005.
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.
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VioQuest
Pharmaceuticals, Inc. |
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|
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| Date: July
8, 2005 |
By: |
/s/ Brian
Lenz |
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Brian
Lenz |
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Chief
Financial Officer |
Exhibit
Index
Ex.
No. Description
99.1
Press
release dated July 8, 2005.