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): June 12, 2014
ENTREMED, INC.
(Exact Name of Registrant as Specified in
its Charter)
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DELAWARE
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0-20713
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58-1959440
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification
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incorporation or organization)
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No.)
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9620 Medical Center Drive, Suite 300
Rockville, Maryland
(Address of principal
executive offices)
20850
(Zip Code)
(240) 864-2600
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name or former address, if changed
since last report)
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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¨
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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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¨
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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 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) EntreMed, Inc. (the “Company”)
held its 2014 annual meeting of stockholders (the “Annual Meeting”) on June 12, 2014. At the Annual Meeting, the Company’s
stockholders approved the amendment to the Company’s 2011 Long-Term Incentive Plan (the “2011 Plan”).
Under the
amendment to the 2011 Plan, (i) the number of shares of Common Stock reserved for issuance increased from 4,230,000 to 5,730,000.
The Company’s executive officers and directors are eligible to receive awards under the 2011
Plan in accordance with the terms and conditions set forth therein. A copy of the 2011 Plan, as amended, was filed with the Securities
and Exchange Commission on April 21, 2014 as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A
(the “Proxy Statement”) for the Annual Meeting and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s
stockholders considered and approved five proposals, each of which is described in more detail in the Proxy Statement. The following
is a brief description of each matter voted upon at the Annual Meeting, and the final voting results for each matter, including
the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.
Election of Directors
. Y. Alexander
Wu, PhD was elected to serve as a member of the Board for a term expiring at the annual meeting of stockholders as indicated in
the Proxy Statement and until his successor is duly elected and qualified, as follows:
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Director
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FOR
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WITHHELD
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BROKER NON-VOTES
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Y. Alexander Wu, PhD
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13,777,111
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54,188
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8,370,189
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Approval of the amendment to the 2011
Long-Term Incentive Plan.
The stockholders voted to approve the amendment to the 2011 Plan, as follows:
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FOR
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12,735,007
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AGAINST
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179,275
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ABSTAIN
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917,016
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BROKER NON-VOTES
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8,370,190
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Approve the amendment to the Company’s
Amended and Restated Certificate of Incorporation to change the name of the Company to CASI Pharmaceuticals, Inc.
The
stockholders voted to approve the amendment to the Amended and Restated Certificate of Incorporation, as follows:
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FOR
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20,489,900
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AGAINST
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738,670
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ABSTAIN
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972,916
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Approval of an advisory resolution on
executive compensation.
The stockholders voted to approve the advisory resolution on executive compensation, as follows:
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FOR
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12,739,986
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AGAINST
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169,252
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ABSTAIN
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922,060
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BROKER NON-VOTES
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8,370,190
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Ratify Independent Registered Public
Accountants
. The stockholders ratified the appointment of CohnReznick LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2014, as follows:
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FOR
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21,043,142
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AGAINST
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252,085
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ABSTAIN
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906,261
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Item 8.01 Other Events
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On June 12, 2014, EntreMed, Inc. (the “Company”)
filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Amendment”) with the Delaware
Secretary of State to amend the Company’s Amended and Restated Certificate of Incorporation. The Amendment, which
is effective as of 8:00 a.m. EDT, on June 16, 2014, changes the name of the Company to CASI Pharmaceuticals, Inc.
The Company's trading symbol will change
to CASI as of the effective time. The Company’s new CUSIP number for its Common Stock is 14757U 109.
The Amendment is attached hereto as Exhibit
3.1 and is incorporated by reference herein. The press release announcing the name change is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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3.1
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Certificate of Amendment of Amended and Restated Certificate of Incorporation
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10.1
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EntreMed, Inc. 2011 Long-Term Incentive Plan, as amended (previously filed with, and incorporated herein by reference to, Appendix
A to the Company’s Definitive Proxy Statement filed on April 21, 2014)
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99.1
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Press Release, dated June 13, 2014
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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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ENTREMED, INC.
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/s/ Cynthia W. Hu
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Cynthia W. Hu
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Chief Operating Officer, General Counsel & Secretary
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Date: June 13, 2014
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ENTREMED, INC.
(Pursuant to Section 242 of the General
Corporation Law)
EntreMed, Inc., a Delaware corporation (the
“Corporation”), does hereby certify:
1. The
name of the Corporation is EntreMed, Inc.
2. The
Corporation filed a Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware on September
18, 1991. The Corporation filed an Amended and Restated Certificate of Incorporation (the “Certificate”) with the Office
of the Secretary of State of the State of Delaware on July 11, 2002.
3. At
a meeting of directors held on March 12, 2014, the Board of Directors of the Corporation unanimously adopted a resolution recommending
to the Corporation’s stockholders the advisability of adopting an amendment to Article I of the Certificate to read, in its
entirety, as follows:
“I.
The name of the corporation is:
CASI Pharmaceuticals, Inc. (hereinafter the “Corporation”).”
4. At
the annual meeting of the Corporation’s stockholders held on June 12, 2014, the holders of a majority of the shares of the
Corporation’s common stock voted to approve the amendment to the Certificate as set forth in Paragraph 3 above.
5. The
amendment to the Certificate has been duly adopted in accordance with the requirements of Section 242 of the General Corporation
Law of the State of Delaware, and shall be effective at 8:00 a.m. on Monday, June 16, 2014.
IN WITNESS WHEREOF
, the
Corporation has caused this Certificate of Amendment to be duly executed and attested by its duly authorized officers this 12th
day of June, 2014.
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Attest:
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EntreMed, Inc.
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/s/ Cynthia W. Hu
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By:
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/s/ Ken K. Ren
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Cynthia W. Hu, Corporate Secretary
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Ken K. Ren, Chief Executive Officer
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ENTREMED STOCKHOLDERS APPROVE NAME CHANGE
TO
CASI PHARMACEUTICALS
Common stock to begin trading under “CASI”
on June 16, 2014
ROCKVILLE, Md.
(June 13, 2014) – EntreMed, Inc.
(Nasdaq: ENMD), a clinical-stage biopharmaceutical company developing therapeutics for the treatment of cancer and other diseases,
announced today that at its annual meeting of stockholders held on June 12, 2014, stockholders voted in favor of changing the
company’s corporate name to CASI Pharmaceuticals, Inc. The name change will occur on June 16, 2014 with the Company’s
common stock trading on NASDAQ under the new symbol “CASI” and the rollout of a new website
www.casipharmaceuticals.com
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“Changing our name is an important milestone as it represents
another step toward completing our company’s transformation,” said Ken K. Ren, Ph.D., EntreMed’s chief executive
officer. “Our operations and strategic focus have evolved and today have little resemblance to our legacy years. Our name
change is another step towards our mission to build a new and leading biopharmaceutical company targeting global markets with a
focus on China.”
About ENMD-2076
ENMD-2076 is an orally-active, Aurora A/angiogenic kinase inhibitor
with a unique kinase selectivity profile and multiple mechanisms of action. ENMD-2076 has been shown to inhibit a distinct profile
of angiogenic tyrosine kinase targets in addition to the Aurora A kinase. Aurora kinases are key regulators of mitosis (cell division),
and are often over-expressed in human cancers. ENMD-2076 also targets the VEGFR, Flt-3 and FGFR3 kinases, which have been shown
to play important roles in the pathology of several cancers. ENMD-2076 has shown promising activity in Phase I clinical trials
in solid tumor cancers including ovarian, breast, liver, renal and sarcoma, as well as in leukemia and multiple myeloma. EntreMed
is completing a Phase II trial of ENMD-2076 in ovarian cancer. In addition, EntreMed is conducting a dual-institutional Phase II
study of ENMD-2076 in triple-negative breast cancer, a Phase II study in advanced/metastatic soft tissue sarcoma and a Phase II
study in advanced ovarian clear cell carcinomas. ENMD-2076 has received orphan drug designation from the U.S. FDA for the treatment
of ovarian cancer, multiple myeloma and acute myeloid leukemia.
EntreMed,
Inc.
/
9620 Medical Center Drive / Suite 300 / Rockville, MD 20850
Phone
240.864.2600 / Fax 301.315.2437
About EntreMed
EntreMed is a clinical-stage pharmaceutical
company employing a drug-development strategy that leverages resources in both North America and in China to develop therapeutics
for the treatment of cancer and other diseases. Its lead compound is ENMD-2076, a selective angiogenic kinase inhibitor that has
completed several Phase I studies in solid tumors, multiple myeloma and leukemia, and is completing a multicenter Phase II study
in ovarian cancer. EntreMed is conducting a Phase II study of ENMD-2076 in triple-negative breast cancer, a Phase II study of
ENMD-2076 in advanced/metastatic soft tissue sarcoma and a Phase II study of ENMD-2076 in advanced ovarian clear cell carcinomas.
The Company is headquartered in Rockville, Maryland and has a wholly owned subsidiary and R&D center in Beijing, China. Additional
information about EntreMed is available on the Company’s website at www.entremed.com and in various filings with the U.S.
Securities and Exchange Commission.
Forward Looking Statements
This news release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act with respect to the outlook for expectations for
future financial or business performance, strategies, expectations and goals. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made,
and no duty to update forward-looking statements is assumed.
Actual results could differ materially
from those currently anticipated due to a number of factors, including: the risk that we may be unable to continue as a going
concern as a result of our inability to raise sufficient capital for our operational needs; the possibility that we may be delisted
from trading on the Nasdaq Capital Market; the volatility in the market price of our common stock; the difficulty of executing
our business strategy in China; our inability to enter into strategic partnerships for the development, commercialization, manufacturing
and distribution of our proposed product candidate or future candidates; risks relating to the need for additional capital and
the uncertainty of securing additional funding on favorable terms; risks associated with our product candidates; risks associated
with any early-stage products under development; the risk that results in preclinical models are not necessarily indicative of
clinical results; uncertainties relating to preclinical and clinical trials, including delays to the commencement of such trials;
the lack of success in the clinical development of any of our products; dependence on third parties; and risks relating to the
commercialization, if any, of our proposed products (such as marketing, safety, regulatory, patent, product liability, supply,
competition and other risks). Such factors, among others, could have a material adverse effect upon our business, results of operations
and financial condition. We caution readers not to place undue reliance on any forward-looking statements, which only speak as
of the date made. Additional information about the factors and risks that could affect our business, financial condition and results
of operations, are contained in our filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.
COMPANY CONTACT
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EntreMed, Inc.
240.864.2643
investorrelations@entremed.com
INVESTOR CONTACT
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LHA
Kim Sutton Golodetz
212.838.3777
kgolodetz@lhai.com
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