SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
December 12, 2003
PHASE III MEDICAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-10909 22-2343568
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Commission File Number IRS Employer
Identification No.
330 SOUTH SERVICE ROAD, SUITE 120, Melville, New YorK 11747
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(Address of principal executive offices) (Zip Code)
631-574-4955
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Registrant's Telephone Number
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On December 12, 2003, Phase III Medical, Inc. (the "Company") issued the
press release annexed hereto announcing that it had signed a royalty agreement
with Parallel Solutions, Inc. (PSI) to develop a new bioshielding platform
technology for the delivery of therapeutic proteins and small molecule drugs in
order to extend circulating half-life to improve bioavailability and dosing
regimen, while maintaining or improving pharmacologic activity. The Company will
provide funding and consulting services to PSI for it to conduct a proof of
concept study.
* * * * *
This Report contains forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements represent management's judgment regarding future
events. Although management believes that the expectations reflected in such
statements are reasonable, they give no assurance that such expectations will
prove to be correct and you should be aware that actual results could differ
materially from those contained in the forward-looking statements due to a
number of factors. These factors include the risk that the Company will be
unable to raise capital, to enter successfully or exploit opportunities in the
biotech or medical business, to have appropriate personnel, or the risks
inherent in any new business venture or those detailed in the Company's other
reports filed with the Securities and Exchange Commission. No assurances can be
given that the Proof of Concept Program will be successful, that any viable
technology will arise from that program, that the Company or PSI will be able to
commercialize any product or technology that is successfully developed, or that
there will be market acceptance of any such product or technology sufficient to
generate any material revenues for the Company. The Company undertakes no
obligation to update or revise the information contained in this Report whether
as a result of new information, future events or circumstances or otherwise.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release
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SIGNATURE
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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.
PHASE III MEDICAL, INC.
By: /s/ Mark Weinreb
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Mark Weinreb
President
Dated: December __, 2003
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Exhibit 99.1
Phase III Medical Signs Royalty Agreement with PSI to Develop New Delivery
Platform for Therapeutic Proteins and Small Molecule Drugs
MELVILLE, N.Y.--(BUSINESS WIRE)--Dec. 12, 2003--Phase III Medical,
Inc. (OTCBB:PHSM) today announced that it has signed a royalty
agreement with Parallel Solutions, Inc. (PSI) to develop a new
bioshielding platform technology for the delivery of therapeutic
proteins and small molecule drugs in order to extend circulating
half-life to improve bioavailability and dosing regimen, while
maintaining or improving pharmacologic activity. The market for
therapeutic proteins is a multi-billion dollar industry and rapidly
growing.
This technology, if successfully developed, may be able to provide
new patent protection for existing pharmaceuticals coming off patent
by changing the biochemical properties and resulting in a new and
improved product. Advantages of the PSI biomedical polymer system
include structural versatility, tunable biodegradability, and
adjustable protein binding characteristics.
The Royalty Agreement provides for PSI to pay Phase III a
percentage of the revenue received from the sale of certain specified
products or licensing activity. Phase III shall provide capital and
guidance to PSI to conduct a Proof of Concept Study to improve an
existing therapeutic protein with the goal of validating the
bioshielding technology for further commercial development and
licensing the technology.
PSI is working with a unique class of polymers, the
Polyphosphazenes, and has made a number of important breakthroughs in
the synthesis of these macromolecules. Unlike conventional polymer
systems, PSI's technology provides significant capacity for molecular
design and rapid polymer derivatization. PSI's proprietary platform
combines high throughput synthesis and formulation with a suite of
assays for the rapid identification of pharmaceutical candidates.
"We are delighted to have the support and commitment of Phase III
Medical to advance this important program. We believe we can make
significant advances in the development of new and improved
therapeutics in a broad range of disease areas with high unmet need.
PSI's technology is unique and we believe that it has broad potential
for developing advanced compounds with specifications to meet the
needs of a variety of drug delivery applications," said Dermot Liddy,
CEO of PSI.
Parallel Solutions, Inc. is a Cambridge, MA based technology
company engaged in the discovery and development of breakthrough
delivery systems, macromolecular drugs and advanced materials. PSI was
founded by a group of experienced managers and scientists, including
Professors Bob Langer of MIT and Hans Wigzell of the Karolinska
Institute.
Phase III Medical has been focusing on entering the medical sector
by acquiring or participating in one or more biotech and/or medical
companies or technologies, owning one or more drugs or medical
devices, or acquiring rights to one or more of such drugs or medical
devices or the royalties therefrom.
This Release contains forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995, such as the Company's ability to enter the medical sector
or acquire any companies or technologies. Forward-looking statements
represent management's judgment regarding future events. Although
management believes that the expectations reflected in such statements
are reasonable, it gives no assurance that such expectations will
prove to be correct and you should be aware that actual results could
differ materially from those contained in the forward-looking
statements due to a number of factors. These factors include the risks
detailed in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002 and other reports filed with the Securities
and Exchange Commission. In addition, no assurances can be given that
the Proof of Concept Program will be successful, that any viable
technology will arise from that program, that the Company or PSI will
be able to commercialize any product or technology that is
successfully developed, or that there will be market acceptance of any
such product or technology sufficient to generate any material
revenues for the Company.
CONTACT: Phase III Medical
Mark Weinreb, 631-574-4955