UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (AMENDMENT NO. 1) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 2001. or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _______ to _______. Commission file number: 000-25669 IMMTECH INTERNATIONAL, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its Charter) Delaware 39-1523370 ------------------------------- -------------------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 150 Fairway Drive, Suite 150, Vernon Hills, Illinois 60061 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number: (847) 573-0033 Check whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the prior 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] As of January 31, 2002, 6,005,371 shares of the Registrant's common stock, par value $0.01 ("Common Stock"), were outstanding. INDEX Page No. -------- Item 6. Exhibits, and Reports on Form 8-K.......................... 3 SIGNATURES .................................................................. 4 Exhibit 10.2 Revised Redaction of License Agreement dated as of January 28, 2002, among the University of North Carolina at Chapel Hill, Auburn University, Duke University, Georgia State University Research Foundation, Inc. and Immtech International, Inc. Item 6. Exhibits, and Reports on Form 8-K. (a) Exhibits. 10.2 Revised Redaction of License Agreement dated as of January 28, 2002 among The University of North Carolina at Chapel Hill, Auburn University, Duke University, Georgia State University Research Foundation, Inc. and Immtech International, Inc. Portions of this exhibit have been omitted pursuant to a request for confidential treatment.(1) (b) Reports On Form 8-K. A Form 8-K was filed on February 14, 2002 under Item 5 with regard to the closing of the initial stage of the Regulation D and Regulation S Private Placements collectively resulting in the sale of 154,700 shares of Series A Convertible Preferred Stock and warrants to purchase 386,750 shares of Common Stock for gross proceeds of $3,867,500. No other applicable items. (1) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2001 and incorporated by reference. -23- SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 10, 2002 IMMTECH INTERNATIONAL, INC. By: /s/ T. Stephen Thompson ------------------------------------- T. Stephen Thompson President and Chief Executive Officer Date: June 10, 2002 By: /s/ Gary C. Parks ------------------------------------- Gary C. Parks Treasurer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) -24-