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 14, 2014

 

 

Taxus Cardium Pharmaceuticals Group Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-33635   27-0075787

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

11750 Sorrento Valley Rd., Suite 250, San Diego, California   92121
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 436-1000

Cardium Therapeutics, Inc.

(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))

 

 

 

Items 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years.

Effective March 17, 2013, Cardium Therapeutics, Inc., a Delaware corporation (the “Company”), changed its name to Taxus Cardium Pharmaceuticals Group Inc. The name change was made pursuant to Section 253 of the Delaware General Corporation Law by merging a wholly-owned subsidiary of the Company with and into the Company, with the Company as the surviving corporation in the merger.

In connection with the merger, the Company amended Article First of its amended and restated certificate of incorporation to change the Company’s name to Taxus Cardium Pharmaceuticals Group Inc. pursuant to the certificate of ownership and merger filed with the Delaware Secretary of State. A copy of the certificate of ownership and merger is attached as an exhibit to this report and incorporated herein by reference.

The name change occurred as part of the transactions contemplated by a Strategic Cooperation Agreement and a Stock Purchase Agreement, each dated February 28, 2014, between the Company and Shanxi Taxus Pharmaceuticals Co., Ltd. Additional information on the terms of the Strategic Cooperation and Stock Purchase Agreement can be found in the Company’s Current Report on 8-K filed with the SEC on March 3, 2014.

The Company’s common stock will continue to trade on the OTC Market. Outstanding stock certificates representing the shares of the Company’s common stock are not affected by the name change and they continue to be valid and need not be exchanged.

On March 17, 2014, the Company issued a press release announcing the name change. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

No.

  

Description of Exhibit

  3.1    Certificate of Ownership and Merger dated March 14, 2014.
99.1    Press release issued on March 17, 2014.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Cardium Therapeutics, Inc.
By:  

/s/ Christopher J. Reinhard

  Christopher J. Reinhard
  Chief Executive Officer

Date: March 18, 2014

 

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Exhibit 3.1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

TAXUS CARDIUM PHARMACEUTICALS GROUP INC.

WITH AND INTO

CARDIUM THERAPEUTICS, INC.

Pursuant to Section 253 of the

General Corporation Law of the State of Delaware

Cardium Therapeutics, Inc., a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merger (the “Merger”) of Taxus Cardium Pharmaceuticals Group Inc., a Delaware corporation and wholly-owned subsidiary of the Corporation (the “Merger Sub”), with and into the Corporation, with the Corporation remaining as the surviving corporation under the name of Taxus Cardium Pharmaceuticals Group Inc.:

FIRST: The Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Merger Sub is incorporated pursuant to the DGCL.

SECOND: The Corporation owns all of the outstanding shares of each class of capital stock of the Merger Sub.

THIRD: The Board of Directors of the Corporation, by resolutions adopted and reflected in the attached Annex 1 , duly determined to merge the Merger Sub with and into the Corporation and to effect a change of the Corporation’s name to Taxus Cardium Pharmaceuticals Group Inc. in connection with such merger pursuant to Section 253 of the DGCL.

FOURTH: The Corporation shall be the surviving corporation of the Merger.

FIFTH: The amended and restated certificate of incorporation of the Corporation, as amended and in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article I thereof shall be amended to read in its entirety as follows:

“ ARTICLE I: The name of this corporation is Taxus Cardium Pharmaceuticals Group Inc. (the ‘Corporation’).”

SIXTH: This Certificate of Ownership and Merger shall be effective as of 12:01 a.m. Eastern time on March 17, 2014.

 

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 14th day of March 2014.

 

Cardium Therapeutics, Inc.
By:  

/s/ Christopher J. Reinhard

Name:  

Christopher J. Reinhard

Title:   Chief Executive Officer

 

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Annex 1

RESOLUTIONS OF

THE BOARD OF DIRECTORS

OF THE CORPORATION

WHEREAS , it has been deemed advisable and in the best interests of Cardium Therapeutics, Inc. (the “Company”) to change the name of the Company from Cardium Therapeutics, Inc. to Taxus Cardium Pharmaceuticals Group Inc. (the “ Name Change ”),

WHEREAS , the Name Change and related matters was authorized, ratified and approved, including all transactions and agreements contemplated thereby, with such changes or modifications as any of the was Company’s Chief Executive Officer, Chief Business Officer and Chief Financial Officer (each, a “ Designated Officer ”, and, collectively, the “ Designated Officers ”), acting individually or together with the advice of counsel, may deem advisable in their sole discretion that is consistent with the substantive terms of resolutions of the Board of Directors of the Company;

WHEREAS , in connection with and to effect the Name Change pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware (“ DGCL ”), the Company desires to form a wholly-owned subsidiary, Taxus Cardium Pharmaceuticals Group Inc., a Delaware corporation (the “ Subsidiary ”), to merge with and into the Company pursuant to the provisions of Section 253 of the DGCL, so that the Company will be the surviving corporation following the merger (the “ Merger ”); and

NOW, THEREFORE, BE IT, RESOLVED , that pursuant to the foregoing recitals and previously adopted resolutions, the Name Change is authorized and approved.

RESOLVED FURTHER , that the Company shall cause the Subsidiary to be formed under the DGCL.

RESOLVED FURTHER , that pursuant to Section 253 of the DGCL, the Company shall merge the Subsidiary with and into itself, so that the Company possesses all of the Subsidiary’s property, rights, privileges and powers, and assumes all of the Subsidiary’s liabilities and obligations.

RESOLVED FURTHER , that, in connection with the Merger, the name of the Company shall be changed to Taxus Cardium Pharmaceuticals Group Inc.

RESOLVED FURTHER , that any Designated Officer of the Company be, and such officer hereby is, directed to make and execute a Certificate of Ownership and Merger setting forth a copy of these resolutions, and to file the Certificate of Ownership and Merger in the office of the Secretary of State of Delaware.

RESOLVED FURTHER , that the effective date of the Certificate of Ownership and Merger, the Merger and the Name Change provided for in the Certificate of Ownership and Merger shall be March 12, 2014, or any later date as determined by an authorized officer of the Company.

 

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RESOLVED FURTHER , that in connection with the Name Change, the authorized officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to file any and all notices and filings with the U.S. Securities and Exchange Commission, the Company’s trading market or exchange, the Company’s transfer agent, the Depository Trust Company, the Internal Revenue Service and any state or local tax authority, and to obtain a new CUSIP number, and to execute all documents, disburse such funds and take all necessary and appropriate actions in connection with any of the foregoing.

RESOLVED FURTHER , that, in connection with the Name Change, the Designated Officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to execute and file any and all documents required to effectuate the Name Change in any U.S. state or territory in which the Company is authorized to do business.

RESOLVED FURTHER , that in connection with the Name Change, the stock certificates representing the Company’s common stock, par value $0.0001 per share per share, shall be modified to reflect the name Taxus Cardium Pharmaceuticals Group Inc., and such modified stock certificates are hereby authorized and approved; and that a new form of corporate seal, reflecting the name Taxus Cardium Pharmaceuticals Group Inc., is adopted and approved.

RESOLVED FURTHER , that in connection with the Name Change, the Designated Officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to prepare, execute and deliver all documents, notices and resolutions which may be required by any bank in connection with any accounts maintained by the Company.

RESOLVED FURTHER , that in connection with the Name Change, the Designated Officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to amend and restate the Company’s bylaws, employee benefits plans, corporate governance documents, and any and all other necessary documents to reflect the new name of the Company.

 

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Exhibit 99.1

 

LOGO

COMPANY CONTACTS

Shareholder Services

Taxus Cardium Pharmaceuticals Group Inc.

Tel: (858) 436-1018

Email: InvestorRelations@cardiumthx.com

CARDIUM BECOMES TAXUS CARDIUM PHARMACEUTICALS GROUP

IN CONNECTION WITH STRATEGIC COLLABORATION AND FUNDING WITH

SHANXI TAXUS PHARMACEUTICALS

SAN DIEGO, CA – March 17, 2014 – Cardium Therapeutics Inc. (Trading Symbol: CRXM) reported that it has changed its corporate name and business to Taxus Cardium Pharmaceuticals Group Inc. in connection with its strategic collaboration and funding arrangement concluded with China-based Shanxi Taxus Pharmaceuticals Co., Ltd.

The strategic collaboration is designed to support the commercial development of Generx ® and Excellagen ® by Taxus Cardium, and also to provide new opportunities to explore the commercialization of these products for the emerging and rapidly growing advanced healthcare market in the People’s Republic of China, and Shanxi Taxus oncology-focused product opportunities for the U.S. market. The deal includes funding in the form of direct investments in Taxus Cardium of up to $5.0 million to support the commercialization of the company’s products. Stock acquired by Shanxi Taxus in connection with the strategic alliance will be purchased at a premium above the then-prevailing average market price of Taxus Cardium common stock. The Company obtained an initial tranche of funding pursuant to the agreement by selling approximately 714,000 shares of common stock at $0.70 per share. Future tranches of up to $4.5 million would be sold at a 10% premium to the then-prevailing market price, based on a thirty day trailing average. The stock acquired is unregistered common stock and no warrants will be issued.

In January 2014, the Company reported encouraging initial clinical study findings from its ASPIRE international Phase 3 registration clinical study, which is designed to confirm the continued safety and effectiveness from four previously completed clinical studies of Generx as an interventional cardiology angiogenic gene therapy for the potential treatment of cardiac microvascular insufficiency, a condition that leads to myocardial ischemia due to advanced coronary artery disease http://www.cardiumthx.com/generx.html . The Company also recently reported on advances in the commercial development of Excellagen as an advanced wound care therapy. Excellagen is an FDA-cleared, acellular biological skin substitute designed as a professional-use advanced wound care product for the treatment of chronic non-healing diabetic foot, venous and pressure ulcers, which also has multiple additional potential tissue regeneration applications based on stem cells and other biologics. Effective January 1, 2014, Excellagen received a unique Q code product reimbursement designation as a “skin substitute” for the treatment of diabetic foot ulcers and a broad array of other wounds product by the U.S. Centers for Medicare and Medicaid Services (CMS). For more information about the Company’s business strategy, product development focus and key objectives and activities for 2014, please visit http://www.cardiumthx.com/CRXM-Presentation-2014.pdf .

In connection with the strategic collaboration, Shanxi Taxus will cooperate with Taxus Cardium to develop opportunities for the regulatory approval and commercialization of Generx and Excellagen in China, which has a rapidly growing market and needs for advanced healthcare including products for the treatment of heart disease and chronic wounds. Taxus Cardium will also have the opportunity to work with Shanxi Taxus on the development of new and innovative product opportunities for Taxol (Paclitaxel) based products in the United States. Mr. Jiayue Zhang, who is the Chairman of Shanxi Taxus, and an additional individual with U.S. corporate and financial experience, have agreed to join Taxus Cardium’s Board of Directors. Cardium Therapeutics changed its name to Taxus Cardium Pharmaceuticals Group Inc. in connection with the strategic collaboration and funding arrangement. The stock trading symbol will remain unchanged. Additional information related to the strategic collaboration and funding arrangement can be found in the Company’s corresponding report on Form 8-K, as filed with the Securities and Exchange Commission on March 4, 2014.

About Taxus Cardium Pharmaceuticals Group

Taxus Cardium Pharmaceuticals Group Inc. (formerly Cardium Therapeutics) is a development stage advanced regenerative therapeutics company that is focused on the late-stage clinical and commercial development of regenerative medicine therapeutics including (1) Generx ® , an interventional cardiology, angiogenic gene therapy product candidate designed for the treatment of patients with cardiac microvascular insufficiency with myocardial ischemia due to advanced coronary artery disease, as illustrated in the following video: https://www.youtube.com/watch?v=pjUndFhJkjM&feature=email , and (2) Excellagen ® , an FDA-cleared acellular biological skin substitute designed as a professional-use advanced wound care product for the treatment of chronic non-healing diabetic foot, venous and pressure ulcers, which also has multiple additional potential tissue regeneration applications based on stem cells and other biologics ( www.excellagen.com ). For more information about Taxus Cardium’s product development activities please visit http://www.cardiumthx.com/CRXM-Presentation-2014.pdf .

About Shanxi Taxus Pharmaceuticals

Shanxi Taxus Pharmaceuticals Co., Ltd. (Shanxi Taxus) is a pharmaceutical company engaged in research and development focused on the natural resource cultivation and manufacture of paclitaxel, an anti-cancer medication. Headquartered in Jinzhong City, Shanxi Province, China, Shanxi Taxus has several lines of business including natural resource management, retail pharmacy and healthcare product manufacturing. Principals of Shanxi Taxus have interests in banking and finance that includes a private equity arm. Shanxi Taxus initiatives are aimed at securing strategic partners with access to the U.S. and other markets whereby both parties can expand their markets and gain access to capital and technical expertise to develop new and innovative medical products.

Forward-Looking Statements

Except for statements of historical fact, the matters discussed in this press release are forward looking and reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond our control and may cause actual results to differ materially from expectations. For example, there is no assurance that planned strategic alliance with Shanxi Taxus and additional financings and opportunities for product development can be consummated; that the strategic alliance, if consummated, will effectively enable the support of product commercialization activities by Taxus Cardium in the U.S. or elsewhere; that the Company will be successful in advancing, capitalizing and partnering or monetizing its businesses and technology platforms; that the Company can raise sufficient capital to support its product development and commercialization efforts; that planned product development efforts and clinical studies can be performed in an

efficient and effective manner; that results or trends observed in one clinical study or procedure will be reproduced in subsequent studies or in actual use; that new clinical studies will be successful or will lead to approvals or clearances from health regulatory authorities, or that approvals in one jurisdiction will help to support studies or approvals elsewhere; that the Company or its partners will be successful in developing and marketing its products or that any intellectual property developed in the area will be effective for excluding potential competitors; that we can raise sufficient capital from partnering, monetization or other fundraising transactions to adequately fund ongoing operations; that the Company can attract suitable commercialization partners for our products or that we or partners can successfully commercialize them; that our product or product candidates will not be unfavorably compared to competitive products that may be regarded as safer, more effective, easier to use or less expensive or blocked by third party proprietary rights or other means; that our or our licensor’s intellectual property can be successfully developed and enforced and that we will not be accused of infringing on intellectual property developed by third parties; that the products and product candidates referred to in this report or in our other reports will be successfully commercialized and their use reimbursed, or will enhance our market value; that third parties on whom we depend will perform as anticipated; or that the Company will not be adversely affected by risks and uncertainties that could impact our operations, business or other matters, as described in more detail in our filings with the Securities and Exchange Commission. We undertake no obligation to release publicly the results of any revisions to these forward-looking statements to reflect events or circumstances arising after the date hereof.

Copyright 2014 Taxus Cardium Pharmaceuticals Group Inc. (formerly Cardium Therapeutics, Inc.). All rights reserved.

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Cardium Therapeutics ® , Generx ® , Excellagen ® , LifeAgain ® , BlueMetric™, Decision Rule Adaption™, ADAPT™, Angionetic Therapeutics™, Activation Therapeutics™, MedPodium™ and Nutra-Apps™ are trademarks of Taxus Cardium Pharmaceuticals Group Inc., Tissue Repair Company or LifeAgain Insurance Solutions, Inc.

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