Filed pursuant to Rule 424(b)(5)
Registration No. 333-130970
PROSPECTUS SUPPLEMENT
(to Prospectus dated January 11, 2006)
2,000,000 Shares
Immtech International, Inc.
Common Stock
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The Company is selling all of the 2,000,000 shares of common stock offered
by this prospectus supplement.
Our common stock is listed on the American Stock Exchange ("AMEX") under
the symbol "IMM". On February 7, 2006, the last reported sale price of our
common stock on AMEX was $8.52 per share.
Investing in our common stock involves a high degree of risk. Before
buying any shares, you should read the discussion of material risks of investing
in our common stock in "Risk Factors" beginning on page S-8 of this prospectus
supplement and page 1 of the attached prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement. Any representation to the
contrary is a criminal offense.
Per Share Total
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Public offering price.................... $8.00 $16,000,000
Underwriting discounts and commissions... $0.56 $ 1,120,000
Proceeds to us (before expenses)......... $7.44 $14,880,000
The underwriter may also purchase from us up to an additional 300,000
shares of our common stock at the public offering price less the underwriting
discounts, to cover over-allotments, if any, within 30 days of the date of this
prospectus supplement.
The shares of common stock will be ready for delivery on or about February
13, 2006.
Ferris, Baker Watts
Incorporated
The date of this prospectus supplement is February 8, 2006.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT...........................................S-1
FORWARD-LOOKING STATEMENTS.................................................S-1
SUMMARY....................................................................S-3
THE OFFERING...............................................................S-6
SUMMARY CONSOLIDATED FINANCIAL DATA........................................S-7
USE OF PROCEEDS............................................................S-7
RISK FACTORS...............................................................S-8
CAPITALIZATION............................................................S-10
DILUTION..................................................................S-11
UNDERWRITING..............................................................S-12
LEGAL MATTERS.............................................................S-13
EXPERTS...................................................................S-13
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF DOCUMENTS BY
REFERENCE..............................................................S-14
You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus, including any information
incorporated by reference herein and therein. We have not authorized anyone to
provide you with information different from that contained in this prospectus
supplement or the prospectus. We are not making an offer to sell or seeking
offers to buy these securities in any jurisdiction where the offer or sale is
not permitted. Neither the delivery of this prospectus supplement nor any sale
made hereunder shall, under any circumstances, create any implication that the
information contained or incorporated by reference herein is correct as of any
time other than the date of this prospectus supplement.
As used in this prospectus supplement, the terms "we," "us," "our," the
"Company" and "Immtech" means Immtech International, Inc. and its subsidiaries
(unless the context indicates a different meaning), and the term "common stock"
means our common stock, $0.01 par value per share.
i
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about this offering of our common stock in
two separate documents: (a) the accompanying prospectus, which provides general
information, some of which may not apply to this offering or may have been
superseded by subsequent events or filings with the Securities and Exchange
Commission ("SEC") and (b) this prospectus supplement, which describes the
specific details regarding this offering. Generally, when we refer to this
"prospectus," we are referring to both documents combined. This prospectus
supplement is not complete without, and may not be delivered or used except in
connection with, the accompanying prospectus. You should read this entire
prospectus supplement and the accompanying prospectus, as well as the
information incorporated by reference herein and therein, before making an
investment decision. To the extent the information contained in this prospectus
supplement or the documents incorporated by reference in this prospectus
supplement differs or varies from the information contained in the accompanying
prospectus, the information in this prospectus supplement, or any documents
incorporated by reference in this prospectus supplement, will modify and
supersede the information in the accompanying prospectus.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus supplement and
accompanying prospectus and in the documents incorporated by reference in this
prospectus supplement and accompanying prospectus constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical fact may be deemed
to be forward-looking statements. Forward-looking statements frequently, but not
always, use the words "may," "intend," "plan," "believe," "will," "anticipate"
or "expect" or similar words and may include statements concerning our
strategies, goals and plans. Forward-looking statements involve a number of
significant risks and uncertainties that could cause our actual results or
achievements or other events to differ materially from those reflected in such
forward-looking statements. Such factors include, among others described in this
prospectus, the following:
o we are in an early stage of product development,
o the possibility that favorable relationships with collaborators
cannot be established or, if established, will be abandoned by the
collaborators before completion of product development,
o the possibility that we or our collaborators will not successfully
develop any marketable products,
o the possibility that advances by competitors will cause our product
candidates not to be viable,
o uncertainties as to the requirement that a drug product be found to
be safe and effective after extensive clinical trials and the
possibility that the results of such trials, if completed, will not
establish the safety or efficacy of our drug product candidates,
S-1
o risks relating to requirements for approvals by governmental
agencies, such as the Food and Drug Administration, before products
can be marketed and the possibility that such approvals will not be
obtained in a timely manner or at all or will be conditioned in a
manner that would impair our ability to market our product
candidates successfully,
o the risk that our patents could be invalidated or narrowed in scope
by judicial actions or that our technology could infringe upon the
patent or other intellectual property rights of third parties,
o the possibility that we will not be able to raise adequate capital
to fund our operations through the process of commercializing a
successful product or that future financing will be completed on
unfavorable terms,
o the possibility that any products successfully developed by us will
not achieve market acceptance and
o other risks and uncertainties that may not be described herein.
We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
unless required by law.
Before purchasing our common stock, you should carefully consider the
risks, uncertainties and other events described in the "Risk Factors" section of
this prospectus supplement, the accompanying prospectus and in our Annual Report
on Form 10-K for the fiscal year ended March 31, 2005 filed with the SEC on June
14, 2005 ("Form 10-K"), in addition to the other information contained elsewhere
in the prospectus and in the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus. These risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. Before you
invest in our common stock, you should be aware that the occurrence of the
events described in these risk factors and elsewhere in this prospectus
supplement and the accompanying prospectus and in the documents incorporated by
reference herein and therein could have a material adverse effect on our
business, operating results, and financial condition.
S-2
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SUMMARY
The items in the following summary are described in more detail in this
prospectus supplement and the accompanying prospectus or in documents
incorporated by reference herein or therein. This summary provides an overview
of selected information and does not contain all the information you should
consider. Therefore, you should also read the more detailed information set
forth in this prospectus supplement, the financial statements and the
information incorporated by reference in this prospectus supplement. This
prospectus supplement contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from the results
anticipated in these forward-looking statements as a result of many factors,
including those described herein and under the heading "Risk Factors" in the
accompanying prospectus and the risks incorporated by reference herein and
therein from our Form 10-K.
Immtech International, Inc.
Immtech International, Inc. is a pharmaceutical company advancing the
development and commercialization of oral drugs to treat infectious diseases and
other disorders. We are clinically testing treatments for malaria, Pneumocystis
carinii pneumonia ("PCP") and African sleeping sickness (trypanosomiasis), and
are developing treatments for fungal infections, tuberculosis, various cancers,
and leishmaniasis. We have a worldwide, exclusive license to commercialize a
pharmaceutical platform from which a pipeline of products may be developed to
target large, global markets.
Our strategy is to develop oral drugs effective against infectious and
other diseases utilizing a large library of well-defined compounds. Infectious
diseases in the global population have increased significantly during the past
20 years and are the most common cause of death worldwide according to the World
Health Organization ("WHO"). Relatively few new drugs for treatment of
infectious diseases have been brought to market during this period. New
antimicrobials are needed to overcome the problems of multi-drug resistance and
the increasing number of new pathogens that are causing diseases in the world.
Since our formation in October 1984, we have engaged in pharmaceutical
research and drug development, expanding our scientific capabilities and
collaborative network, developing technology licensing agreements, and advancing
the commercialization of our proprietary technologies, including the development
of aromatic cationic compounds commencing in 1997. In addition to our internal
resources, we use the expertise and resources of strategic partners and third
parties in a number of areas, including (i) discovery research, (ii)
pre-clinical and human clinical trials and (iii) manufacture of pharmaceutical
drugs.
We intend to continue to work with our scientific and foundation partners
to validate our technology platform, illustrating our compounds' low toxicity,
broad applications, and oral deliverability. We believe we will be permitted to
sell drugs in niche markets in certain African nations as we further develop
drugs to target multi-billion dollar markets such as antifungal, tuberculosis,
and cancer. Because we demonstrated to the United States Food and Drug
Administration ("FDA") DB289's potential to provide improvement over currently
available alternative therapies for African sleeping sickness, the FDA granted
"fast-track" designation to DB289 for treatment of African sleeping sickness.
Fast-track designation may allow for accelerated FDA review of DB289 for
treatment of African sleeping sickness, however, there is
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S-3
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no guarantee that fast-track designation will result in faster product
development or impact the likelihood and timing of product approval.
The table below summarizes our most recent clinical trial programs:
Malaria
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o Clinical Trials Trial Design / Phase End Points Sites
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o DB289 in o Phase II (1) o Drug interactions o Thailand
monotherapy and in o Oral Dosing 3 days o Safety
combination with o Artemisinin & DB289 o Parasite clearance
Artemisinin o Clinical improvement
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o DB289 alone o Phase I (1) o Maximum tolerable o France
o Healthy volunteers dose
o Single doses for 3 days o Safety
o Compare 3 and 5 day dosing o Pharmacokinetics
o Different ethnic groups
African sleeping sickness
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o Clinical Trial Trial Design / Phase End Points Sites
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DB289 Pivotal
Trial
o African sleeping o Oral dosing for 5 to 10 o Safety o Democratic
sickness days (BID) o Clearance of Republic of
o Randomized comparison to parasite from blood the Congo
pentamidine after treatment and 3, 6 (4 sites)
o Phase IIb (1) months o Angola
110 patients - stage 1 disease o Improvement of (1 site)
o Phase III (1) symptoms
250 patients - stage 1 disease
Pneumocystis carinii pneumonia
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o Clinical Trial Trial Design / Phase End Points Sites
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DB289
o PCP o Phase IIb (1) o Safety o Peru
o Patients who failed o Improvement in lung
standard treatment function (fungal
o Oral dosing for 21 days clearance)
o Twice daily dosages of 100 o Improvement in
mg clinical symptoms
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(1) For a description of attributes of Phase I, Phase II and Phase III trials,
see "Business - Governmental Regulation" disclosure in our Form 10-K.
We have several other pharmaceutical development programs testing the
effectiveness of DB289 and other dications for various indications. Those
research programs include treatments for fungal infections, tuberculosis, and
hepatitis C.
About Immtech
A predecessor of our Company was incorporated under the laws of the State
of Wisconsin on October 15, 1984, and subsequently merged into the current
Delaware corporation on April 1,
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S-4
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1993. Our executive offices are located at 150 Fairway Drive, Suite 150, Vernon
Hills, Illinois 60061, telephone number (847) 573- 0033 or toll-free (877) 898-
8038. Our common stock is listed on The American Stock Exchange under the ticker
symbol "IMM". Trading on the AMEX commenced on August 11, 2003.
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S-5
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THE OFFERING
Common stock offered by us..... 2,000,000 shares
Common stock to be outstanding
after this offering.......... 13,738,056 shares
Use of proceeds................ We intend to use the net proceeds for general
corporate purposes, including clinical trials,
research and development expenses, general and
administrative expenses, and for working
capital and other general corporate purposes.
American Stock Exchange
symbol....................... "IMM"
The number of shares of our common stock to be outstanding after this
offering in the table above is based on 11,738,056 shares outstanding as of
February 7, 2006 and excludes, as of that date:
o 2,850,112 shares of common stock issuable upon exercise of
outstanding warrants at a weighted average exercise price of
approximately $7.52 per share;
o 1,554,680 shares of common stock issuable upon exercise of stock
options outstanding under our stock option plans at a weighted
average exercise price of $9.25 per share;
o 762,083 additional shares of common stock reserved for future
issuance under our stock option plans; and
o 1,596,276 shares of common stock issuable upon conversion of our
Series A, Series B, Series C, Series D and Series E preferred stock
(excluding any accrued but unpaid dividends).
Unless otherwise specifically stated, all information contained in this
prospectus supplement assumes that the underwriter does not exercise its
over-allotment option.
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S-6
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SUMMARY CONSOLIDATED FINANCIAL DATA
You should read the summary consolidated financial data set forth below in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and related
notes incorporated by reference to our Form 10-K. The as adjusted balance sheet
data reflect the sale of 2,000,000 shares of our common stock at a public
offering price of $8.00 per share in this offering and our receipt of the
estimated net proceeds from the offering.
Balance Sheet Data (in `000s):
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December 31, 2005
Actual As Adjusted
Cash and cash equivalents.............. $ 1,926 $ 16,656
Restricted funds on deposit............ 1,019 1,019
Working capital........................ (422) 14,308
Total assets........................... 7,006 21,736
Convertible preferred stock............ 9,321 9,321
Deficit accumulated during
development stage.................... (85,412) (85,412)
Stockholders' equity................... $ 3,186 $ 17,916
USE OF PROCEEDS
We expect to receive approximately $14,730,000 from the sale of the
2,000,000 shares of common stock offered by us in this offering or $ 16,962,000
if the underwriter exercises its over-allotment option in full, at a public
offering price of $8.00 per share and after deducting the underwriting discounts
and commissions and our estimated offering expenses.
We intend to use the net proceeds for general corporate purposes,
including clinical trials, research and development expenses, general and
administrative expenses, and for working capital and other general corporate
purposes. We have not identified precisely the amounts we plan to spend on each
of these areas or the timing of such expenditures. The amounts actually expended
for each purpose may vary significantly depending on numerous factors, including
progress with the regulatory approval, manufacturing and commercialization of
DB289 for treatment of malaria, African sleeping sickness and PCP and our other
development programs. Accordingly, our management will have significant
flexibility in applying such proceeds. We reserve the right, at the discretion
of our Board of Directors and management, to reallocate our use of proceeds in
response to these and other factors. Pending such uses, we intend to invest the
net proceeds from the offering in short-term, interest-bearing, investment grade
securities.
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S-7
RISK FACTORS
Potential investors are urged to read and consider the risk factors
relating to an investment in Immtech International, Inc. contained or
incorporated by reference herein. Before making an investment decision, you
should carefully consider these risks as well as other information we include or
incorporate by reference in this prospectus supplement and the accompanying
prospectus. The risks and uncertainties we have described are not the only ones
facing our company. Additional risks and uncertainties not presently known to us
or that we currently consider immaterial may also affect our business
operations. You should also read the "Risk Factors" incorporated by reference
herein from Part I of our Annual Report on Form 10-K for our fiscal year ended
March 31, 2005, filed with the SEC on June 14, 2005, and the "Risk Factors"
section beginning on page 1 of the accompanying prospectus.
Risks Related to the Offering
The market price of our common stock has experienced significant volatility.
The market price of our common stock has been highly volatile and is likely to
continue to be volatile. For example, in the 52-week period ended February 3,
2006, our common stock had a low of $6.30 and high of $16.25. The securities
markets from time to time experience significant price and volume fluctuations
unrelated to the operating performance of particular companies. In addition, the
market prices of the common stock of many publicly traded pharmaceutical and
biotechnology companies have been and can be expected to be especially volatile.
Factors affecting our stock price include:
o announcements of technological innovations or new products by us or
our competitors;
o developments or disputes concerning patents or proprietary rights;
o publicity regarding actual or potential clinical trials results
relating to products under development by us or our competitors;
o regulatory developments in both the United States and foreign
countries;
o delays in our testing and development schedules;
o public concern as to the safety of pharmaceutical drugs and other
external factors; and
o period-to-period fluctuations in our financial results.
If any of the risks described in these and other "Risk Factors"
incorporated by reference herein actually occur, such events could have a
significant adverse impact on the market price of our common stock.
Our management will have broad discretion with respect to the use of proceeds of
this offering, and we may not use the proceeds effectively.
We have not designated the amount of net proceeds we will use for any
particular purpose. Accordingly, our management will have broad discretion as to
the application of the net proceeds
S-8
and could use them for purposes other than those contemplated at the time of
this offering. Our stockholders may not agree with the manner in which our
management chooses to allocate and spend the net proceeds. Moreover, our
management may use the net proceeds for corporate purposes that may not increase
our profitability or market value.
You will experience immediate dilution in the book value per share of the common
stock you purchase.
Since the price per share of our common stock being offered is
substantially higher than the book value per share of our common stock, you will
suffer substantial dilution in the net tangible book value of the common stock
you purchase in this offering. Based on an offering price to the public of $8.00
per share, if you purchase shares of common stock in this offering, you will
suffer immediate and substantial dilution of $6.19 per share in the net tangible
book value of the common stock. See the section entitled "Dilution" beginning on
page S-11.
Future sales of our common stock in the public market or the exercise of options
or warrants will dilute current stockholders and could cause our stock price to
fall.
Sales of a substantial number of shares of our common stock in the public
market after this offering, or the perception that these sales might occur,
could adversely affect the market price of our common stock. Similarly, if we
raise additional funds through the issuance of common stock or securities
convertible into or exercisable for common stock, the percentage ownership of
our stockholders will be reduced and the price of our common stock may fall.
As of December 31, 2005, stock options to purchase 1,274,179 shares of
common stock were outstanding, of which options to purchase 1,039,340 shares
were exercisable. Also outstanding as of the same date were warrants exercisable
for 2,740,112 shares of common stock. You will incur dilution upon exercise of
any outstanding stock options or warrants.
S-9
CAPITALIZATION
The following table sets forth our cash, cash equivalents and short-term
investments and our capitalization as of December 31, 2005:
o on an actual basis; and
o on an adjusted basis to give effect to the issuance and sale by us
of 2,000,000 shares of common stock in this offering at a public
offering price of $8.00 and our receipt of the estimated net
proceeds from the offering.
December 31, 2005
---------------------------------
Actual As Adjusted
-------------- ------------------
(In thousands, except share data)
Cash, cash equivalents and short-term
investments............................. $ 1,926 $16,656
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Restricted funds on deposit............... $ 1,019 $ 1,019
-------- --------
Convertible preferred stock............... $ 9,321 $ 9,321
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Stockholders' equity:.....................
Common stock; 100,000,000 shares
authorized; 11,738,056 shares issued and
outstanding, actual; 13,738,056 shares
issued and outstanding, as adjusted...... $ 117 $ 137
-------- --------
Deficit accumulated during
development stage........................ $(85,412) $(85,412)
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Total Stockholders' equity................. $ 3,186 $ 17,916
-------- --------
This table above should be read in conjunction with "Summary Consolidated
Financial Data" and our consolidated financial statements and related notes
incorporated by reference to our Form 10-K.
The table assumes no exercise of the underwriter `s over-allotment option
and excludes, as of December 31, 2005:
o 2,850,112 shares of common stock issuable upon exercise of
outstanding warrants at a weighted average exercise price of $7.52
per share;
o 1,274,179 shares of common stock issuable upon exercise of stock
options outstanding under our stock option plans at a weighted
average exercise price of $9.63 per share;
o 1,042,584 additional shares of common stock reserved for future
issuance under our stock option plans; and
o 1,596,276 shares of common stock issuable upon conversion of our
Series A, Series B, Series C, Series D and Series E preferred stock
(excluding any accrued but unpaid dividends).
S-10
DILUTION
Our net tangible book value on March 31, 2005 was $11.7 million, or
approximately $0.93 per share. "Net tangible book value" is total assets minus
the sum of liabilities and intangible assets. "Net tangible book value per
share" is net tangible book value divided by the total number of shares of
common stock (and preferred stock on an as-if-converted basis) outstanding.
Net tangible book value dilution per share to new investors represents the
difference between the amount per share paid by purchasers of shares of common
stock in this offering and the net tangible book value per share of our common
stock immediately after completion of this offering. After giving effect to the
sale of 2,000,000 shares of our common stock in this offering and after
deducting the underwriting discount and our estimated offering expenses, at a
public offering price of $8.00 per share, our net tangible book value as of
March 31, 2005 would have been $1.81 per share. This amount represents an
immediate increase in net tangible book value of $0.88 per share to existing
stockholders and an immediate dilution of $6.19 per share to purchasers of
common stock in this offering, as illustrated in the following table:
Public offering price per share
Net tangible book value per share as of March 31, 2005 $0.93
Increase in net tangible book value per share
attributable to this offering $0.88
Pro forma net tangible book value per share as of March 31,
2005 after giving effect to this offering $1.81
---------
Dilution per share to new investors in this offering $6.19
---------
If the underwriter exercises its over allotment option in full, there will
be an additional increase in pro forma net tangible book value of $0.12 per
share to existing stockholders and an immediate dilution of $6.07 per share to
new investors.
The table above assumes no exercise of the underwriter's over allotment
option and excludes, as of December 31, 2005, the potential dilutive effect of
the following securities:
o 2,850,112 shares of common stock issuable upon exercise of
outstanding warrants at a weighted average exercise price of $7.52
per share;
o 1,274,179 shares of common stock issuable upon exercise of stock
options outstanding under our stock option plans at a weighted
average exercise price of $9.63 per share;
o 1,042,584 additional shares of common stock reserved for future
issuance under our stock option plans; and
o 1,596,276 shares of common stock issuable upon conversion of our
Series A, Series B, Series C, Series D and Series E preferred stock
(excluding any accrued but unpaid dividends).
To the extent that these options, warrants and the convertible securities
are exercised or converted, there will be further dilution to new investors.
S-11
UNDERWRITING
Ferris, Baker Watts, Incorporated is the underwriter and the sole
book-running manager for this offering. Subject to the terms and conditions of
the underwriting agreement dated as of the date of this prospectus supplement,
Ferris, Baker Watts, Incorporated has agreed to purchase 2,000,000 shares of our
common stock on the offering. If the underwriter sells more shares than the
total number set forth above, the underwriter has a 30 day over-allotment option
to buy up to an additional 300,000 shares from us at the public offering price
less the underwriting discounts and commissions to cover these sales.
The following table provides information regarding the amount of the
discount to be paid to the underwriter by us. The discount consists of an
underwriting discount of 6%, and an advisory fee of 1%, of the gross proceeds of
this offering. The amounts below are shown assuming both no exercise and full
exercise of the underwriter's option to purchase up to an additional 300,000
shares.
--------------------------- ------------------------------- ----------------------------------
Discount - No Exercise Discount - Full Exercise
--------------------------- ------------------------------- ----------------------------------
Per share................ $0.56 $0.56
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Total.................... $1,120,000 $1,288,000
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In addition, we will reimburse the underwriter for up to $100,000 for
fees, disbursements and out-of-pocket expenses incurred by the underwriter in
connection with this offering. We estimate that the total expenses of this
offering payable by us, excluding underwriting discounts and commissions, will
be approximately $150,000.
Shares sold by the underwriter to the public will initially be offered at
the public offering price set forth on the cover of this prospectus supplement.
In connection with this offering, the underwriter may purchase and sell
shares of our common stock in the open market. These transactions may include
stabilizing transactions, short sales and purchases to cover positions created
by short sales. Stabilizing transactions consist of bids or purchases made for
the purpose of preventing or retarding a decline in the market price of our
common stock while this offering is in progress. Short sales involve the sale by
the underwriter of a greater number of shares than they are required to purchase
in this offering. Short sales may be either "covered short sales" or "naked
short sales". Covered short sales are sales made in an amount not greater than
the underwriter's over-allotment option to purchase additional shares in this
offering. The underwriter may close out any covered short position by either
exercising its over-allotment option or purchasing shares in the open market. In
determining the source of shares to close out the covered short position, the
underwriter will consider, among other things, the price of shares available for
purchase in the open market as compared to the price at which they may purchase
shares through the over-allotment option. Naked short sales are sales in excess
of the over-allotment option. The underwriter must close out any naked short
position by purchasing shares in the open market. A naked short position is more
likely to be created if the underwriter is concerned there may be downward
pressure on the price of shares in the open market after pricing that could
adversely affect investors who purchase in this offering.
These activities by the underwriter may stabilize, maintain or otherwise
affect the market price of our common stock. As a result, the price of our
common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may
S-12
be discontinued by the underwriter at any time. These transactions may be
effected on the AMEX or otherwise.
In addition, in connection with this offering the underwriter may engage
in passive market making transactions in our common stock on the AMEX prior to
the pricing and completion of the offering. Passive market making consists of
bids on the AMEX no higher than independent bids and effected in response to
order flow. Net purchases by a passive market maker on each day are limited to a
specified percentage of the passive market maker's average daily trading volume
in our common stock during a specified period and must be discontinued when such
limit is reached. Passive market making may cause the price of our common stock
to be higher than the price that otherwise would exist in the open market in the
absence of such transactions. If passive market making is commenced, it may be
discontinued at any time.
We have agreed to indemnify the underwriter and its controlling persons
against some liabilities, including liabilities under the Securities Act of
1933, and to contribute to payments that the underwriter may be required to make
in respect thereof.
In connection with this offering, the underwriter or certain securities
dealers may distribute prospectuses electronically.
In addition, more than 180 days prior to the filing of the registration
statement on January 11, 2006, in connection with the execution of an agreement
for services which includes the provisions governing the compensation terms of
this offering, we issued on July 13, 2006 to principals of the Underwriter
warrants to purchase up to 100,000 shares of our common stock, exercisable from
July 13, 2006 through July 12, 2010, at $13.11 per share. This warrant may not
be sold, transferred, assigned or hypothecated for a period of 180 days
following the commencement of sales of this offering except in accordance with
National Association of Securities Dealers rules.
From time to time in the ordinary course of business, the underwriter or
its affiliates may provide investment banking and other financial advisory
services to us, for which we expect to pay customary fees and expenses.
LEGAL MATTERS
The validity of the issuance of the common stock offered by this
prospectus supplement will be passed upon for us by Cadwalader, Wickersham &
Taft LLP, New York, New York. Mintz Levin Cohn Ferris Glovsky and Popeo P.C.,
New York, New York, is counsel to the underwriter in connection with the
offering.
EXPERTS
The financial statements as of March 31, 2005 and 2004, and for each of
the three years in the period ended March 31, 2005, incorporated by reference in
this prospectus supplement have been audited by Deloitte & Touche, LLP, an
independent registered public accounting firm, as stated in their report
incorporated by reference in the registration statement, and have been so
included in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION;
INCORPORATION OF DOCUMENTS BY REFERENCE
We file annual, quarterly and current reports, proxy statements and other
documents with the SEC, under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). You may read and copy any materials that we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800 -SEC-0330. Our reports, proxy statements and
other documents filed electronically with the SEC are available at the website
maintained by the SEC at http://www.sec.gov. We also make available free of
charge on or through our Internet website, http://www.immtech-international.com,
our annual, quarterly and current reports, and, if applicable, amendments to
those reports, filed or furnished pursuant to Section 13(a) of the Exchange Act,
as soon as reasonably practicable after we electronically file such reports with
the SEC. Information on our website is not a part of this prospectus supplement
or accompanying prospectus.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to the shares. This prospectus supplement, which
constitutes a part of that registration statement, does not contain all the
information contained in that registration statement and its exhibits. For
further information with respect to us and our shares, you should consult the
registration statement and its exhibits. The registration statement and any of
its amendments, including exhibits filed as a part of the registration statement
or an amendment to the registration statement, are available for inspection and
copying through the SEC's public reference rooms listed above.
The SEC allows us to "incorporate by reference" in this prospectus the
information that we file with them, which means we can disclose important
information to you by referring you to other documents that contain that
information. The information we incorporate by reference is considered to be
part of this prospectus supplement and information we later file with the SEC
will automatically update and supersede the information in this prospectus
supplement. The following documents filed by us with the SEC pursuant to Section
13 of the Exchange Act (File No. 000-25669) and any future filings under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act made before the
termination of the offering are incorporated by reference herein:
(i) our Annual Report on Form 10-K for the year ended March 31, 2005 filed
with the SEC on June 14, 2005, and the exhibits incorporated therein;
(ii) our definitive proxy statement pursuant to Section 14(A) of the
Exchange Act for our 2005 Annual Meeting of the Stockholders filed with the SEC
on November 16, 2005;
(iii) the description of our common stock contained in our registration
statement on Form 8-A pursuant to Section 12(b) of the Exchange Act filed with
the SEC on August 6, 2003, including any amendment or report filed for the
purpose of updating such description; and
(iv) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referenced in (i) above.
All documents filed by the company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a
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post-effective amendment indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold are expressly
incorporated by reference into this prospectus and to be a part of this
prospectus from the date of filing of such documents.
Statements made in this prospectus, or in any documents incorporated by
reference in this prospectus as to the contents of any contract or other
document are materially complete. For additional information we refer you to the
copy of the contract or other document filed as an exhibit to the registration
statement of which this prospectus is a part or as an exhibit to the documents
incorporated by reference.
We will provide to you a copy of any document incorporated by reference in
this prospectus and any exhibits specifically incorporated by reference in those
documents at no cost. You may request copies by contacting us at the following
address or telephone numbers: Corporate Secretary, Immtech International, Inc.,
150 Fairway Drive, Suite 150, Vernon Hills, Illinois, 60061, Telephone No.:
(847) 573-0033 or toll free (877) 898-8038.
Any statement incorporated or deemed incorporated herein by reference will
be deemed to be modified or superseded for the purpose of the registration
statement and this prospectus to the extent that a statement contained in this
prospectus or in any subsequently filed document modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of the registration
statement or this prospectus.
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