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): July 15, 2013
ANTHERA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-34637 |
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20-1852016 |
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(State or Other Jurisdiction of
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(Commission File Number) |
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(I.R.S. Employer
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25801 Industrial Boulevard, Suite B, Hayward,
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94545 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (510) 856-5600
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 12, 2013, Anthera Pharmaceuticals, Inc. (the “ Company ”) filed a Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”), with the Secretary of State of the State of Delaware, to (i) effect a 1-for-8 reverse stock split of the Company’s common stock (the “ Reverse Stock Split ”) and (ii) reduce the number of authorized shares of common stock from 195,000,000 to 100,000,000. The Certificate of Amendment became effective at 12:01 a.m. on July 15, 2013.
As described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2013, at the Company’s annual meeting held on May 16, 2013, the Company’s stockholders approved the Certificate of Amendment at the specified ratios set forth in the definitive proxy statement. Thereafter, the Company’s Board of Directors determined to effect a 1-for-8 reverse stock split and authorized the implementation of such split and filing of the Certificate of Amendment.
As a result of the Reverse Stock Split, every eight (8) shares of the Company’s pre-Reverse Stock Split common stock were combined and reclassified into one share of the Company’s common stock. Beginning with the opening of trading on July 15, 2013, the Company’s common stock began trade on the NASDAQ Capital Market on a split-Reverse Stock Split adjusted basis with a new CUSIP number of 03674U201. No fractional shares were issued in connection with the Reverse Stock Split. The Company’s transfer agent, American Stock Transfer & Trust Company LLC, will aggregate all fractional shares and sell them as soon as practicable at prevailing prices on the open market on behalf of those stockholders who would otherwise be entitled to receive a fractional share. After the transfer agent’s completion of such sale, such stockholders will receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale. The Company’s stockholders will receive instructions from the transfer agent regarding the exchange of outstanding pre-Reverse Stock Split stock certificates for post-Reverse Stock Split stock certificates. Proportional adjustments will be made to the Company’s outstanding stock options and other equity awards and to the Company’s equity compensation plans to reflect the Reverse Stock Split.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation |
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99.1 |
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Press Release, dated July 12, 2013 |
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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Anthera Pharmaceuticals, Inc. |
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Date: July 15, 2013 |
By: |
/s/May Liu |
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May Liu |
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Senior Vice President, Finance and Administration |
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO
FIFTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ANTHERA PHARMACEUTICALS, INC.
Paul F. Truex hereby certifies that:
ONE : The date of filing the original Certificate of Incorporation of Anthera Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”) with the Secretary of State of the State of Delaware was September 9, 2004.
TWO: He is the duly elected and acting President of the Corporation.
THREE : The first sentence of Article IV of the Fifth Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby further amended and restated to read in its entirety as follows:
“The total number of shares of capital stock which the Corporation shall have authority to issue is one hundred five million (105,000,000), of which (i) one hundred million (100,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) five million (5,000,000) shares shall be a class designated as undesignated preferred stock, par value $0.001 per share (the “Undesignated Preferred Stock”).
Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of the Corporation, each 8 shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmission letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the NASDAQ Global Market as of the date of the Effective Time, by (b) the fraction of one share owned by the stockholder. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares
of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
FOUR : This Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Sections 141(f), 228, 242 and 245 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.
FIFTH : Pursuant to Section 103(d) of the General Corporation Law of the State of Delaware, the effective time of the amendment herein certified shall be July 15, 2013, at 12:01 a.m. Eastern Time.
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IN WITNESS WHEREOF , Anthera Pharmaceuticals, Inc. has caused this Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation to be signed by its President this 12th day of July, 2013.
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ANTHERA PHARMACEUTICALS, INC. |
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By: |
/s/Paul F. Truex |
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Paul F. Truex, President |
CERTIFICATE OF AMENDMENT
TO FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
ANTHERA PHARMACEUTICALS, INC.
Exhibit 99.1
Anthera Pharmaceuticals Announces 1-for-8 Reverse Split of Stock
Anthera Pharmaceuticals, Inc. (Nasdaq: ANTH) announced today that it has filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a 1-for-8 reverse stock split of its common stock, effective as of July 15, 2013 at 12:01 a.m. Eastern Time. A Certificate of Amendment to effect a reverse stock split was approved by the Company’s stockholders at its Annual Meeting of Stockholders held on May 16, 2013, and the specific 1-for-8 ratio was subsequently approved by the Company’s Board of Directors.
At the effective time of the reverse stock split, every eight (8) shares of the Company’s issued and outstanding common stock will be automatically converted into one (1) issued and outstanding share of common stock, without any change in par value per share. The reverse stock split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the reverse stock split, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options or warrants, and release of restricted stock units outstanding immediately prior to the effectiveness of the reverse stock split. No fractional shares will be issued as a result of the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will receive, in lieu thereof, a cash payment based on the closing sales price of the Company`s common stock as reported on the NASDAQ Capital Market on the last business day immediately preceding the effective date of the reverse stock split. The Company`s common stock will begin trading on the NASDAQ Capital Market on a split-adjusted basis when the market opens on July 15, 2013. The new CUSIP number for the Company`s common stock following the reverse stock split is 03674U201.
The reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 153 million to approximately 19 million. Concurrently, the authorized number of shares of common stock will be reduced to 100 million.
American Stock Transfer and Trust Company (AST) is acting as the exchange agent for the reverse stock split. AST will provide instructions to stockholders regarding the process for exchanging their pre-split stock certificates for post-split stock certificates. Additional information regarding the reverse stock split can be found in the Company`s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2013.
About Anthera Pharmaceuticals
Anthera Pharmaceuticals is a biopharmaceutical company focused on developing and commercializing products to treat serious diseases associated with autoimmune disorders.
Safe Harbor Statement
Any statements contained in this press release that refer to future events or other non-historical matters, including statements that are preceded by, followed by, or that include such words as “estimate,” “intend,” “anticipate,” “believe,” “plan,” “goal,” “expect,” “project,” or similar statements, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on the Company’s expectations as of the date of this press release and are subject to certain risks and uncertainties that could cause actual results to differ materially, including but not limited to the risks and uncertainties associated with market conditions, as well as those set forth in the Company’s public filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. The Company disclaims any intent or obligation to update any forward-looking statements, whether because of new information, future events or otherwise, except as required by applicable law.
CONTACT: Dennis Lutz of Anthera Pharmaceuticals, Inc., dlutz@anthera.com or (510)856-5598.
SOURCE: Anthera Pharmaceuticals, Inc.