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):
March 6,
2008
AVANT
IMMUNOTHERAPEUTICS, INC.
(Exact name of
registrant as specified in charter)
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Delaware
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0-15006
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13-3191702
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(State or other
jurisdiction
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(Commission file
number)
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(IRS employer
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of
incorporation)
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identification
no.)
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119
Fourth Avenue
Needham,
Massachusetts 02494-2725
(Address of
principal executive offices) (Zip code)
Registrant’s
telephone number, including area code:
(781)
433-0771
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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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 2.01 Completion of Acquisition or Disposition of Assets.
Item 5.01 Changes in Control of Registrant.
On
March 7, 2008, AVANT Immunotherapeutics, Inc. (“AVANT”) announced it
had closed the merger pursuant to the Agreement and Plan of Merger dated October 19,
2007 (the “Merger Agreement”) by and among AVANT, Callisto Merger Corporation (“Merger
Sub”), a wholly owned subsidiary of AVANT, and Celldex Therapeutics, Inc.
(“Celldex”). Pursuant to the terms of the merger agreement, Merger Sub merged
with and into Celldex, with Celldex as the surviving company and a wholly-owned
subsidiary of AVANT. The total value of the transaction is approximately $75
million. Approximately 104.8 million shares (on a pre-split basis) are being
issued to the former Celldex shareholders in connection with the merger.
Celldex
shareholders will receive approximately 4.96 shares of AVANT common stock in
exchange for each share of Celldex common stock and Class A common stock
they own. AVANT stockholders will retain 42% of, and the former Celldex
stockholders will own 58% of, the outstanding shares of AVANT’s common stock on
a fully-diluted basis. AVANT will also assume all of Celldex’s stock options
outstanding at the time of the merger.
Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On February 29, 2008, AVANT received notice from the Listing
Qualifications Department of The NASDAQ Stock Market indicating that AVANT has
been approved to list its common stock on The NASDAQ Global Market. AVANT’s
common stock began trading on The NASDAQ Global Market, and ceased trading on
The NASDAQ Capital Market, at the opening of business on March 10, 2008.
Item 3.03. Material Modification to Rights of Security
Holders
In
connection with the closing of the merger, AVANT and Computershare Trust
Company, N.A, as Rights Agent, entered into Amendment No. 2 to the Rights
Agreement, dated as of March 7, 2008 (the “
Rights Amendment
”). The
Amendment provides that: (i) the definition of Grandfathered Percentage
shall include the percentage of post-merger ownership of AVANT’s common shares
plus an additional 1/2 percent beneficially owned by Medarex, Inc. and
Lorantis Holdings Limited respectively as of immediately following the
effective time of the merger and (ii) the definition of Grandfathered
Person shall include Medarex, Inc. and Lorantis Holdings Limited.
The
foregoing description of the Rights Amendment is qualified in its entirety by
reference to such Rights Amendment, which was filed as Exhibit 10.1 to the
Form 8-A/A filed by AVANT with the Securities and Exchange Commission on March 7,
2008, and which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors
Pursuant to the terms of the Merger Agreement, and
as stated in the proxy statement/prospectus set forth in a registration
statement on Form S-4 as filed with the Securities and Exchange Commission
on December 21, 2007, as amended (the “Proxy Statement”), a
ll options to
purchase Celldex common stock outstanding at the effective time of the merger
granted under the Celldex’s 2005 Equity Incentive Plan
2
(the
“Celldex Plan”) have been assumed by AVANT and the following individuals have been elected to the Board of Directors of
AVANT (the “Board”) as of March 7, 2008:
Charles
Schaler,
who will be Chairman of the Board, has been named
chair of the Compensation Committee and
has been named to the Nominating and Corporate Governance Committee of the
Board. Mr. Schaller had options granted under the Celldex Plan
which were outstanding at the effective time of the merger and have been
assumed by AVANT representing options for 14,882 AVANT shares on a post-split-as-converted basis;
George
Elston
has been named to the Audit
Committee of the Board. Mr. Elston had options granted under the Celldex
Plan which were outstanding at the effective time of the merger and have been
assumed by AVANT representing options for 17,879 AVANT shares on a post-split-as-converted basis;
Herbert
Conrad
has been named chair of the Nominating
and Corporate Governance Committee. Mr. Conrad had options granted under
the Celldex Plan which were outstanding at the effective time of the
merger and have been assumed by AVANT representing options for 17,879 AVANT shares on a
post-split-as-converted basis; and
Dr. Rajesh B.
Parekh
has been named to the Compensation
Committee. Dr. Parekh had options granted under the Celldex Plan
which were outstanding at the effective time of the merger and have been
assumed by AVANT representing options for 17,879 AVANT shares on a post-split-as-converted basis.
Officer — Anthony S. Marucci
Pursuant to the terms of the Merger Agreement, and
as stated in the Proxy Statement, as of March 7, 2008
the Board
appointed Anthony S. Marucci as
the Executive Vice President, Corporate Development of AVANT. Information
concerning Mr. Marucci, including the positions he holds with AVANT and
its subsidiaries and his business experience during the past five years, is
included in the Proxy Statement, and such information is incorporated by
reference herein. Mr. Marucci, age 45, is employed pursuant to an
employment agreement with Celldex. In addition, Mr. Marucci had options granted under the Celldex
Plan which were outstanding at the effective time of the merger and have been
assumed by AVANT representing options for 254,243 AVANT shares on a post-split-as-converted basis. Mr. Marucci’s
employment agreement provides him with certain benefits in the event he is
terminated without cause, Mr. Marucci terminates employment with good
reason, or Mr. Marucci terminates his employment within one year following
the consummation of the merger. Information concerning Mr. Marucci’s
employment agreement is included in the Proxy Statement under the heading “Celldex’s
Compensation Discussion and Analysis,” subheading “Potential Payments Upon
Termination of Employment or Change in Control,” and such information is
incorporated by reference herein.
Item 8.01 Other Events.
Shareholder Meeting
At
the special meeting of AVANT shareholders held on March 6, 2008 in
connection with the merger, shareholders approved four proposals: (i) the
issuance of shares of AVANT common stock pursuant to the merger agreement in
the amount necessary to result in the Celldex stockholders owning 58% of AVANT
common stock on a fully diluted basis, (ii) an amendment to AVANT’s Third
Restated Certificate of Incorporation to increase the number of authorized
shares to 300,000,000, (iii) an amendment to AVANT’s Third Restated
Certificate of Incorporation to effect a reverse stock split in a ratio ranging
from one-for-twelve to one-for-twenty of all issued and outstanding shares of
AVANT
3
common
stock, the final ratio to be determined within the discretion of the Board and (iv) adoption
of the 2008 stock option and incentive plan.
Reverse
Stock Split
The
Board has approved a 1-for-12 reverse stock split of AVANT’s common stock,
which became effective as of March 7, 2008. As a result of the reverse
stock split, each twelve shares of AVANT common stock will be combined and
reclassified into one share of AVANT common stock and the total number of
shares outstanding will be reduced from approximately 180 million shares
(including the shares issued to Celldex shareholders in connection with the
merger) to approximately 14 million shares.
The AVANT common stock
will trade under the symbol “AVAND” for 20 trading days beginning on March 10,
2008 to designate that it is trading on a post-reverse split basis, and will
resume trading under the symbol “AVAN” after the 20-day period has expired.
Press Release
On March 7, 2008
AVANT issued a press release announcing the completed merger with Celldex, the
1-12 reverse stock split, and the results of the shareholder meeting. A copy of
the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description of Exhibit
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3.1
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Fourth
Certificate of Amendment of Third Restated Certificate of Incorporation of
AVANT Immunotherapeutics, Inc.
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3.2
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Fifth
Certificate of Amendment of Third Restated Certificate of Incorporation of
AVANT Immunotherapeutics, Inc.
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99.1
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AVANT
Immunotherapeutics, Inc. Press Release, dated March 7, 2008
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4
SIGNATURES
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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AVANT
IMMUNOTHERAPEUTICS, INC.
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Dated: March 11,
2008
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By:
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/s/ Avery W. Catlin
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Name: Avery W. Catlin
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Title: Senior
Vice President and Chief Financial Officer
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5
Exhibit
3.2
FIFTH
CERTIFICATE OF AMENDMENT
OF THE
THIRD
RESTATED
CERTIFICATE
OF INCORPORATION
OF
AVANT
IMMUNOTHERAPEUTICS, INC.
AVANT
Immunotherapeutics, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
“Corporation”), does hereby certify:
FIRST:
By
unanimous written consent in lieu of a meeting of the Board of Directors of the
Corporation dated as of January 15, 2008, resolutions were duly adopted
setting forth a proposed amendment of the Third Restated Certificate of
Incorporation, as amended, of the Corporation, declaring such amendment to be
advisable and declaring that such amendment be considered at a meeting of the
stockholders of the Corporation previously called at a meeting of the Board of
Directors of the Corporation on October 19, 2007. The resolution setting
forth the proposed amendment is as follows:
RESOLVED
: The
first two paragraphs of Article FOURTH of the Third Restated Certificate
of Incorporation, as amended, of the Corporation are hereby amended to read in
their entirety as follows:
“FOURTH:
“Effective
upon the filing of this Certificate of Amendment of the Third Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware (the “
Effective Date
”), every twelve (12) to twenty (20) shares
of the Corporation’s Common Stock, par value $0.001 per share (the “
Old
Common Stock
”) then issued and outstanding or held in the treasury of the
Corporation at the close of business on the Effective Date, the exact ratio
within the twelve-to-twenty range to be determined by the board of directors of
the Corporation prior to the Effective Date and publicly announced by the
Corporation, shall automatically be combined into one (1) share of the Corporation’s
Common Stock, par value $0.001 per share (the “
New Common Stock
”),
without any further action by the holders of such shares of Old Common Stock
(and any fractional shares resulting from such exchange will not be issued but
will be paid out in cash equal to such fraction multiplied by the
closing price
of the
Corporation’s
Common Stock one (1) business day prior to the Effective Date). Each stock
certificate representing shares of Old Common Stock shall thereafter represent
that number of shares of New Common Stock into which the shares of Old Common
Stock represented by such certificate shall have been combined; provided,
however, that each person holding of record a stock certificate or certificates
that represented shares of Old Common Stock shall receive, upon surrender of
such certificate or certificates, a new certificate or certificates evidencing
and representing the number of shares of New Common Stock to which such person
is entitled. The Company
shall not be obligated to issue certificates evidencing the shares of New
Common Stock issuable as set forth above unless certificates evidencing such
shares of Old Common Stock are either delivered to the Company, or the holder
notifies the Company that such certificates have been lost, stolen or destroyed
and executes an agreement satisfactory to the Company to indemnify the Company
from any loss incurred by it in connection therewith. The New Common Stock
issued in this exchange shall have the same rights, preferences and privileges
as the Common Stock (as defined below).
The total number of shares
of capital stock which the Corporation shall have the authority to issue is
300,000,000 shares of which (i) 297,000,000 shares shall be common stock,
par value $.001 per share (the “Common Stock”) and (ii) 3,000,000 shares
shall be preferred stock, par value $.01 per share, all of which shall be
designated Class C Preferred Stock (“Class C Stock”) of which 350,000
shall be designated Series C-1 Junior Participating Cumulative Preferred
Stock (the “Series C-1 Preferred Stock”).”
SECOND
: The
amendment of the Third Restated Certificate of Incorporation set forth herein
was duly authorized by resolution of the Corporation’s Board of Directors and
was considered and duly authorized by the stockholders of the Corporation at
the Special Meeting of Stockholders of the Corporation duly called and held
upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD:
That said
amendment was duly adopted in accordance with the applicable provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, AVANT
Immunotherapeutics, Inc., a Delaware corporation, has caused this Fifth
Certificate of Amendment of the Third Restated Certificate of Incorporation of
the Corporation to be signed this 7th day of March, 2008.
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AVANT
Immunotherapeutics, Inc.
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By:
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/s/
Una S. Ryan
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Name:
Una S. Ryan, Ph.D.
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Title:
President and Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE
RELEASE/March 7, 2008
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Una
S. Ryan, Ph.D.
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Avery
W. Catlin
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For
Media:
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President
and CEO
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Chief
Financial Officer
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Joan
Kureczka
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AVANT
Immunotherapeutics, Inc.
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AVANT
Immunotherapeutics, Inc.
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Kureczka/Martin Associates
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(781)
433-0771
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(781)
433-0771
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(415)
821-2413
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info@avantimmune.com
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jkureczka@comcast.net
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AVANT ANNOUNCES COMPLETED MERGER
WITH CELLDEX
AND 1-FOR-12 REVERSE STOCK SPLIT
Results of Shareholder Meeting also Announced — All Resolutions
Approved
NEEDHAM,
MA (March 7, 2008):
AVANT Immunotherapeutics, Inc. (Nasdaq:
AVAN) announced today the completed merger of Callisto Merger Corporation, its
wholly-owned subsidiary, with and into Celldex Therapeutics, Inc.,
resulting in the combined company which will continue to be named AVANT and
trade under the NASDAQ ticker symbol AVAN.
“We
are extremely pleased that our shareholders recognized the intrinsic value of
this merger and believe that with the closing of this transaction we have built
a strong, diversified company,” said Dr. Una Ryan, President and CEO of
AVANT. “We look forward to making substantial progress in the development of
our portfolio of immunotherapy candidates and communicating this progress to
our shareholders throughout the year. We thank them for their continued
support.”
“The combined company is built on mutual expertise in
developing novel immunotherapy products and brings together an exceptional
management team with proven experience in all aspects of drug development. We
believe that these key attributes create a stronger AVANT to realize the
potential of our novel immunotherapy candidates,” said Charles Schaller,
Chairman of Celldex. “I look forward to working with the new AVANT team to
advance the Company’s promising pipeline.”
Approximately
104.8 million shares (on a pre-split basis) are being issued to the former
Celldex shareholders in connection with the merger, having a value of
approximately $75 million.
Under
the terms of the merger agreement, Celldex shareholders will receive approximately
4.96 shares of common stock in exchange for each share of Celldex common stock
and Class A common stock they own.
AVANT stockholders will retain 42% of, and the former Celldex
stockholders will own 58% of, the outstanding shares of AVANT’s common stock on
a fully-diluted basis. AVANT will also assume all of Celldex’s stock options
outstanding at the time of the merger.
At
the special meeting of AVANT shareholders held on March 6, 2008 in
connection with the merger, shareholders approved four proposals: (i) the
issuance of shares of AVANT common stock pursuant to
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19 FOURTH AVENUE
NEEDHAM, MA 02494-2725 USA 781-433-0771 FAX
781-433-0262 www.avantimmune.com
the
merger agreement in the amount necessary to result in the Celldex stockholders
owning 58% of AVANT common stock on a fully diluted basis, (ii) an
amendment to AVANT’s Third Restated Certificate of Incorporation to increase
the number of authorized shares to 300,000,000, (iii) an amendment to
AVANT’s Third Restated Certificate of Incorporation to effect a reverse stock
split in a ratio ranging from one-for-twelve to one-for-twenty of all issued
and outstanding shares of AVANT common stock, the final ratio to be determined
within the discretion of the AVANT board of directors and (iv) adoption of
the 2008 stock option and incentive plan.
AVANT’s
board of directors has approved a 1-for-12 reverse stock split of AVANT’s
common stock, which became effective today, March 7, 2008. As a result of
the reverse stock split, each twelve shares of common stock will be combined
and reclassified into one share of common stock and the total number of shares
outstanding will be reduced from approximately 180 million shares (including
the shares issued to Celldex shareholders in connection with the merger) to
approximately 15 million shares.
The
AVANT common stock will trade under the symbol “AVAND” for 20 trading days
beginning on March 10, 2008 to designate that it is trading on a
post-reverse split basis, and will resume trading under the symbol “AVAN” after
the 20-day period has expired.
About
AVANT Immunotherapeutics, Inc.:
AVANT
Immunotherapeutics, Inc. is a NASDAQ-listed company discovering and
developing innovative vaccines and targeted immunotherapeutics for the
treatment of cancer, infectious and inflammatory diseases. AVANT focuses on the use of tumor-specific
targets and human monoclonal antibodies (mAbs) to precisesly deliver
therapeutic agents through its novel ‘targeted immunization’ approach. AVANT also possesses innovative bacterial
vector delivery technologies with unique manufacturing and preservation
processes that offer the potential for a new generation of infectious disease
vaccines. AVANT has three commercialized products, including Rotarix
®
for the prevention of rotavirus infection and two human food safety vaccines
for reducing salmonella infection in chickens and eggs. AVANT’s deep product
pipeline consists of products in varying stages of development, with its lead
candidate, CDX-110, currently undergoing evaluation in a Phase 2/3 clinical
trial in newly diagnosed glioblastoma multiforme, one of the most aggressive
forms of brain cancer. AVANT also has
five product candidates in its development pipeline including:
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CDX-1307, a product based on its proprietary APC Targeting Technology(TM), which is in two Phase 1 clinical trials for patients with advanced pancreatic, bladder, breast and colon cancer;
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a complement inhibitor, TP10, in development for transplantation and other indications; and
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three candidates based on its oral, rapidly-protecting, single-dose and temperature-stable vaccine technology, including combination vaccines for travelers, the military and global health needs.
####
Additional
information on AVANT Immunotherapeutics, Inc. can be obtained through our
site on the World Wide Web: http://www.avantimmune.com.
Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995:
The
statements made in this press release which are not statements of historical
fact are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, including, without limitation, statements that may be identified by
words such as “expectations,” “remains,” “focus,” “expected,” “prospective,” “expanding,”
“building,” “continue,” “progress,” “plan,” “efforts,” “hope,” “believe,” “objectives,”
“opportunities,” “will,” “seek,” and other expressions which are predictions of
or indicate future events and trends and which do not constitute historical
matters identify forward-looking statements.
These statements also include statements regarding: (i) AVANT’s
expectations regarding its integration with Celldex following the merger and (ii) statements
made regarding AVANT’s goals for its programs and products. This release
includes forward-looking statements that are subject to a variety of risks and
uncertainties and reflect AVANT’s current views with respect to future events
and financial performance.
There
are a number of important factors that could cause the actual future experience
and results to differ materially from those expressed in any forward-looking
statement made by AVANT, including, but are not limited to: (i) costs
related to the merger; (ii) the risk that AVANT’s and Celldex’s businesses
will not be integrated successfully; (iii) the combined company’s
inability to further identify, develop and achieve commercial success for new
products and technologies; (iv) the possibility of delays in the research
and development necessary to select drug development candidates and delays in
clinical trials; (viii) the risk that clinical trials by the combined
company may not result in marketable products; (ix) the risk that the
combined company may be unable to successfully secure regulatory approval of
and market its drug candidates; (x) the risks associated with reliance on
outside financing to meet capital requirements; (xi) risks associated with
Celldex’s new and uncertain technology and the development of competing
technologies; and (xii) risks related to the combined company’s ability to
protect its proprietary technologies and patent-infringement claim.
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