EXHIBIT 2.1
AMENDMENT TO
AGREEMENT FOR MERGER
THIS IS AN AMENDMENT TO AN AGREEMENT FOR MERGER (the "Merger
Agreement") dated November 7, 2002 by and among IMX Pharmaceuticals, Inc., a
Utah corporation ("IMX") (for itself and for Dialog Group, Inc., its successor
by merger), HCD Acquisition, Inc. ("HCD Acquisition"), a Delaware corporation,
Healthcare Dialog, Inc., a Delaware corporation ("HCD"), and Xxxxx XxXxxxxxxxx,
Xxxxxxx XxXxxxxxxxx, and Xxxxx Xxxxxxxxxx, each an individual, (collectively,
the "Shareholders") and Cater Xxxxxxx, plc, an a corporation of England and
Wales ("CB"). The foregoing are collectively referred to as the "Parties".
RECITALS
1. The Parties have agreed to certain changes to the Merger Agreement
to facilitate the Closing.
2. The Parties have agreed to accept a pledge of securities by CB to
secure the funding obligation.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree that
the Recitals set forth above are true and correct and incorporated herein as if
fully set forth and further agree as follows:
AGREEMENT
1. Section 1.01(a) is amended to replace "Utah" with "Delaware."
2. Section 3.02(a) is deleted and replaced with the following:
"As a group, the HCD Stockholders will be issued (i) eighty-five (85%)
percent of the number of shares of IMX common stock, $0.001 par value
("IMX Common") determined in accordance with subsection 3.02(b), (ii)
183,235 shares of IMX's new Class B-1 Preferred Stock ("Class B-1
Preferred"), and (iii) 8,277,736 shares of IMX Common. The IMX Common
and the Class B-1 Preferred are collectively referred to as the "IMX
Stock".
3. The reference in Section 3.02(b) to "two days" is changed to "one day".
4. Section 3.02(c) is deleted.
5. Section 3.02(e) is amended to replace December 1, 2004 with March 1, 2005.
6. Section 3.03 is amended to delete the reference to "IMX Warrants".
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7. Schedule 4.01(m) is amended to include un-audited financial statements as of
December 31, 2002.
8. Section 4.02(l) is amended to create Schedule 4.02(l) showing exceptions to
the representations therein.
9. Section 5.01(b) is deleted.
10. The reference in 5.01(f) to the "Xxxxx Law Firm, LLP" is deleted and
replaced with "Madama Xxxxxxxxx".
11. Section 5.01(k) is deleted and replaced with "Xxxxx XxXxxxxxxxx shall
continue his personal guarantee of the existing HCD line of credit. For this
commitment he shall receive a fee of $11,000.
12. The reference in Section 5.01(l) to "September 30, 2003" is changed to
"March 1, 2004.
13. Section 5.02(a) is deleted and replaced with the following:
"IMX shall have cash on deposit or shall have checks on hand for deposit in
the aggregate amount of $500,000."
14. Section 5.02(i) is amended to add the phrase ", warrants entitling Xxxxxxx
Securities, Inc. to purchase IMX Common," before the words "and the IMX
Employee Stock Options".
15. Section 5.02(j) is deleted and replaced with "Xxxxx XxXxxxxxxxx shall
continue his personal guarantee of the existing HCD line of credit. For this
commitment he shall receive a fee of $11,000.
16. The reference in Section 5.02(k) to Class C Preferred shall be deleted and
replaced with: "IMX Common Stock".
17. The second sentence of Section 6.01 is deleted and replaced with "The
Closing Date shall be February 26, 2003."
18. The reference in 5.02(a)(i) to the "Xxxxx Law Firm, LLP" is deleted and
replaced with "Madama Xxxxxxxxx".
19. The words "and IMX Warrants" are deleted from Sections 6.03 and 7.08.
20. Section 6.04 is deleted.
21. Section 7.01 is deleted in its entirety and replaced with the following:
(a) The parties have established as a financial goal for the purpose of the
agreement with Xxxxxxx Securities referenced in Section 5.01(l) (the
"Goal") that IMX shall raise after March 1, 2003, net of all
financing-related expenses, the amount of $1,650,000. "Raised Funds"
shall not include (i) funds raised from individuals and entities contact
with which was initiated by Xxxxx XxXxxxxxxxx, Xxxxxxx XxXxxxxxxxx,
Xxxxxx Xxxxxx, or Xxxxx Xxxxx, unless the parties otherwise agree,
including stock issued directly for cancellation of any debts of IMX or
any subsidiary, or (ii) the proceeds of the loan from Mercatus &
Partners, plc. Neither Xxxxx XxXxxxxxxxx, Xxxxxxx XxXxxxxxxxx, Xxxxxx
Xxxxxx, nor Xxxxx Xxxxx shall raise any funds at a stock price below
$0.25 per share without the consent of CB which consent shall not be
unreasonably withheld. Money shall be considered "Raised Funds" when it
is deposited in IMX's bank account. Notwithstanding the forgoing, Raised
Funds excluded by 7.01(a)(i) shall serve to reduce the Goal but not the
amount required of the Guarantor by Section 7.01(b).
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(b) The Guarantor shall provide a maximum of $650,000 by the purchase of
IMX Common at the price of $0.185 per share.
(c) The amount of funds the Guarantor shall provide shall be reduced,
dollar for dollar, by all Raised Funds raised after March 1, 2003, net
of all financing related expenses.
(d) (i) On April 1, 2003, the Guarantor shall provide $216,667 less all
Raised Funds raised during March 2003, net of all financing related
expenses.
(ii) On May 1, 2003, the Guarantor shall provide $216,667 less all
Raised Funds in excess of $216,667 raised during March and April 2003,
net of all financing related expenses.
(iii) On June 1, 2003, the Guarantor shall provide $216,666 less all
Raised Funds in excess of $433,334 raised during March, April, and May
2003, net of all financing related expenses.
(e) To secure the Guarantor's obligation, it shall deliver 24,000,000
common shares of Envesta, plc (the "Securities") to the Escrow Agent
pursuant to the terms of an Escrow Agreement in form satisfactory to
counsel for IMX and HCD. The Securities shall constitute the entire
collateral used to secure its obligations, and IMX shall be limited to
liquidation of the Securities to secure the funds required. IMX shall
have no recourse to the other assets of CB as this obligation is
"non-recourse" as to any other assets of CB.
22. Section 7.02 is deleted and replaced by the following:
"The $500,000 on hand on the Closing Date and any funds received from a loan
from Mercatus & Partners Ltd. shall be disbursed in accordance with Schedule
7.02.
23. Section 7.03(b) is deleted.
24. The address in Section 8.04 for copies of notices to HCD is changed to
"Xxxxxx X. Xxxxxxxxx, Esq., Madama Xxxxxxxxx LLP, 00 Xxxx 00xx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000."
25. Except as specified above, the Merger Agreement is affirmed as executed.
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IN ORDER TO INDICATE THEIR INTENTION to be bound by this Amendment, the
Parties hereto have caused this Agreement to be duly executed as of the date
first above written by their respective duly authorized officers.
IMX PHARMACEUTICALS, INC.
By:
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Xxxxxx Xxxxxx, President
HEALTHCARE DIALOG, INC.
By:
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Xxxxx XxXxxxxxxxx, President
THE SHAREHOLDERS
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Xxxxx XxXxxxxxxxx
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Xxxxxxx XxXxxxxxxxx
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Xxxxx Xxxxxxxxxx
CB:
Cater Xxxxxxx, plc
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Xxxxxxx Xxxx
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