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 11, 2012
| BIODEL INC. |
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33451 | 90-0136863 |
| (State or Other Jurisdiction of Incorporation |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
100 Saw Mill Road Danbury, Connecticut |
06810 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (203) 796-5000
| 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 ( see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 11, 2012, Biodel Inc. (the “Company”) amended its certificate of incorporation in order to effect a previously announced one-for-four reverse split of its outstanding common stock and to fix on a post-split basis the number of authorized shares of its common stock at 25,000,000. This amendment, which was effective as of 5:00 p.m. eastern time on June 11, 2012 (the “Effective Time”), was approved by the Company’s stockholders at its annual meeting of stockholders held on March 8, 2012. As a result of the reverse stock split, each share of Company common stock outstanding at the Effective Time was automatically changed into one-quarter of a share of common stock. No fractional shares were issued in connection with the reverse stock split, and cash will be paid in lieu of fractional shares.
The reverse stock split reduced the number of outstanding shares of the Company’s common stock from approximately 38.9 million shares to approximately 9.7 million shares, subject to reduction for fractional shares. Also as a result of the reverse stock split, the number of shares of common stock subject to outstanding options, restricted stock units and warrants issued by the Company and the number of shares reserved for future issuance under the Company’s stock plans have been reduced by a factor of four.
The Company expects the reverse stock split to become effective for trading purposes at the opening of the market on June 12, 2012. Due to the reverse split, the Company’s common stock will now trade under a new CUSIP number, 09064M 204.
Continental Stock Transfer & Trust Company is the exchange agent for the reverse split and will distribute a letter of transmittal to record holders with instructions for the surrender and exchange of old stock certificates and for receiving cash in lieu of fractional shares, if applicable. Stockholders who hold their shares in “street name” will be contacted by their banks or brokers with any instructions.
The amendment to the Company’s certificate of incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. A copy of the press release announcing the effectiveness of the reverse stock split is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index attached hereto.
SIGNATURE
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.
|
Date: June 11, 2012 |
BIODEL INC. By: /s/ Paul S. Bavier Paul S. Bavier General Counsel |
EXHIBIT INDEX
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment to Restated Certificate of Incorporation, as Amended, dated June 11, 2012 |
| 99.1 | Press Release entitled “Biodel Announces Effectiveness of Reverse Split ” issued by the Company on June 11, 2012 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,
AS AMENDED
OF
BIODEL INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Biodel Inc. (hereinafter called the "Corporation"), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
By action of the Board of Directors of the Corporation by unanimous written consent effective January 12, 2012, the Board of Directors duly adopted resolutions pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth an amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended, (the “Restated Certificate of Incorporation”) and declaring said amendment to be advisable and directing that it be submitted to and considered by the stockholders of the Corporation for approval. The stockholders of the Corporation duly approved said proposed amendment at the Annual Meeting of Stockholders held on March 8, 2012, in accordance with Section 242 of the General Corporation Law of the State of Delaware. The resolutions setting forth the amendment are as follows:
RESOLVED:
That the following paragraph be inserted prior to the first paragraph of Article FOURTH of the Restated Certificate of Incorporation of the Corporation, as amended:
“That, effective at 5:00 p.m., eastern time, on the filing date of this Certificate of Amendment of Restated Certificate of Incorporation, as amended, (the "Effective Time"), a one-for-four reverse stock split of the Corporation's Common Stock (as defined below) shall become effective, pursuant to which each four shares of Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one share of Common Stock, $0.01 par value per share, automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time. No fractional shares of Common Stock shall be issued as a result of such reclassification and combination. In lieu of any fractional shares to which the stockholder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the average of the high and low trading prices of the Common Stock on the Nasdaq Capital Market during
regular trading hours for the five trading days immediately preceding the Effective Time."
RESOLVED :
That, subject to the approval of the stockholders of the Corporation, the first paragraph of Article FOURTH of the Restated Certificate of Incorporation of the Corporation, as amended, be and hereby is deleted in its entirety and the following first paragraph of Article FOURTH is inserted in lieu thereof:
“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 75,000,000 shares, consisting of (i) 25,000,000 shares of Common Stock, $0.01 par value per share (“ Common Stock ”), and (ii) 50,000,000 shares of Preferred Stock, $0.01 par value per share (“ Preferred Stock ”).”
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and this Certificate of Amendment to be signed by its duly authorized officer this 11 th day of June, 2012.
BIODEL INC.
By: __ /s/ Paul S. Bavier
Name: Paul S. Bavier
Title: Secretary
Exhibit 99.1
Biodel Announces Effectiveness of Reverse Stock Split
Common stock will begin trading on split-adjusted basis on June 12, 2012
DANBURY, Conn, June 11, 2012 -- Biodel Inc. (NASDAQ: BIOD) today announced that its Board of Directors has approved a reverse split of its common stock (the “Reverse Stock Split”) at a ratio of one-for-four. The Company's common stock will begin trading on a split-adjusted basis when the NASDAQ Capital Market opens on June 12, 2012.
At Biodel’s annual meeting of stockholders held on March 8, 2012, the stockholders granted the Board of Directors the authority to approve and proceed with the Reverse Stock Split, in the Board’s discretion. The purpose of Reverse Stock Split is to raise the per share trading price of Biodel’s common stock to regain compliance with the $1.00 per share minimum bid price requirement for continued listing of Biodel’s common stock on The NASDAQ Capital Market.
The Reverse Stock Split became effective at 5:00 p.m. Eastern Daylight Time on June 11, 2012. The Reverse Stock Split will be effective for trading purposes at the opening of the market on June 12, 2012. Due to the Reverse Stock Split, Biodel’s common stock will now trade under a new CUSIP number, 09064M 204. The common stock will continue to trade under the symbol BIOD.
As a result of the Reverse Stock Split, each outstanding share of Biodel common stock was automatically changed into one-quarter of a share of common stock. Also, as previously announced, the number of authorized shares of Biodel common stock was fixed on a post-split basis at 25,000,000 in connection with the Reverse Stock Split.
No fractional shares will be issued as a result of the Reverse Stock Split. Holders of common stock who would otherwise receive a fractional share of common stock pursuant to the Reverse Stock Split will receive cash in lieu of the fractional share.
Continental Stock Transfer & Trust Company is the exchange agent for the Reverse Stock Split and will distribute a letter of transmittal to record holders with instructions for the surrender and exchange of old stock certificates and for receiving cash in lieu of fractional shares, if applicable. Stockholders who hold their shares in “street name” will be contacted by their banks or brokers with any instructions.
For more information on the Reverse Stock Split, please refer to Biodel’s proxy materials for its most recently held annual meeting of stockholders, which can be accessed through Biodel’s website at http://investor.biodel.com/secfiling.cfm?filingID=1145443-12-54 .
About Biodel
Biodel Inc. is a specialty biopharmaceutical company focused on the development and commercialization of innovative treatments for diabetes that may be safer, more effective and more convenient for patients. We develop our product candidates by applying our proprietary formulation technologies to existing drugs in order to improve their therapeutic profiles. For further information regarding Biodel, please visit the company's website at www.biodel.com .
Safe-Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements about future activities related to the clinical development plans for the company's drug candidates, including the potential timing, design and outcomes of clinical trials; and the company's ability to develop and commercialize product candidates. Forward-looking statements represent our management's judgment regarding future events. All statements, other than statements of historical facts, including statements regarding our strategy, future operations, future clinical trial results, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The company's forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results, performance or achievements to differ materially from those described or implied in the forward-looking statements, including, but not limited to, the success of our product candidates, particularly our proprietary formulations of injectable insulin that are designed to be absorbed more rapidly than the "rapid-acting" mealtime insulin analogs presently used to treat patients with Type 1 and Type 2 diabetes; our ability advance a proprietary insulin formulation into a Phase 2 clinical trial in a timely manner; our ability to conduct pivotal clinical trials, other tests or analyses required by the U.S. Food and Drug Administration, or FDA, to secure approval to commercialize a proprietary formulation of injectable insulin; our ability to secure approval from the FDA for our product candidates under Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act; the progress, timing or success of our research, development and clinical programs, including any resulting data analyses; our ability to develop and commercialize a proprietary formulation of injectable insulin that may be associated with less injection site discomfort than Linjeta™ (formerly referred to as VIAject®), which is the subject of a complete response letter we received from the FDA; our ability to enter into collaboration arrangements for the commercialization of our product candidates and the success or failure of any such collaborations into which we enter, or our ability to commercialize our product candidates ourselves; our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others; the degree of clinical utility of our product candidates; the ability of our major suppliers to produce our products in our final dosage form; our commercialization, marketing and manufacturing capabilities and strategies; our ability to accurately estimate anticipated operating losses, future revenues, capital requirements and our needs for additional financing; and other factors identified in our most recent report on Form 10-Q for the quarter ended March 31, 2012. The company disclaims any obligation to update any forward-looking statements as a result of events occurring after the date of this press release.
BIOD-G
Contact: Seth D. Lewis, +1-646-378-2952
SOURCE Biodel Inc.