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 8, 2017

 

 

V ALERITAS H OLDINGS , I NC .

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-198807   46-5648907

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

750 Route 202 South, Suite 600

Bridgewater, NJ 08807

(Address of principal executive offices, including zip code)

+1-908-927-9920

(Registrant’s telephone number, including area code)

 

 

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 March 8, 2017, Valeritas Holdings, Inc. (the “ Company ”) held a Special Meeting of Stockholders (the “ Special Meeting ”) at which the Company’s stockholders approved certain proposals to amend the Company’s Amended and Restated Certificate of Incorporation (the “ Charter Amendments ”) in order to effect (i) a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share (the “ Common Stock ”) at a ratio in the range of 2-for-1 and up to 10-for-1, with such ratio to be subsequently determined in the discretion of the Company’s board of directors (the “ Board ”) and with such reverse stock split to be effected at such time and date, if at all, in its sole discretion (the “ Reverse Split Proposal ”), and (ii) an increase in the number of authorized shares of the Company’s preferred stock, par value $0.001 per share (the “ Preferred Stock ”) the Company is authorized to issue from 10,000,000 to 50,000,000 (the “ Preferred Increase Proposal ”).

On March 8, 2017, following stockholder approval of the Reverse Split Proposal, the Board approved a reverse stock split of the Common Stock at a ratio of 8-for-1 (the “ Approved Split ”) to be effective upon approval of the Approved Split by the Financial Industry Regulatory Authority, Inc. (“ FINRA ”). On March 13, 2017, the Company received approval of the Approved Split from FINRA and proceeded to file with the Secretary of State of the State of Delaware the Charter Amendments to affect the Preferred Increase Proposal and the Approved Split. The Approved Split will be effective at 9:00 a.m. on March 15, 2017 (the “ Effective Time ”).

In connection with the Approved Split, the Charter Amendments provide that, among other things, at the Effective Time, every eight shares of the Company’s issued and outstanding Common Stock will automatically be combined into one issued and outstanding share of Common Stock, without any change in par value per share. As a result of the Approved Split, the number of issued and outstanding shares of Common Stock will be reduced from 13,127,311 shares to approximately 1,640,891 shares.

The new CUSIP number for the Common Stock following the Approved Split is “91914N 202.” As a result of the Approved Split, holders of “old” Common Stock prior to the Effective Time have the right to receive “new” shares of Common Stock at the ratio of one share of “new” Common Stock for every eight shares of “old” Common Stock. No fractional shares will be issued in connection with the Approved Split. Instead, holders of “old” shares of Common Stock who otherwise would have received fractional shares will receive an amount in cash equal to the value of such fractional shares based on the closing price of the Company’s Common Stock on the trading day immediately preceding the Effective Time. Each stockholder’s percentage ownership interest in the Company and the proportional voting power remain unchanged in connection with the Approved Split, except for minor changes and adjustments resulting from rounding of fractional interests. The rights and privileges of the holders of the Common Stock are unaffected by the Approved Split.

The foregoing summaries of the Charter Amendments are qualified in their entirety by reference to the Charter Amendments, which are attached to this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2 and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

Of the 13,148,811 shares outstanding as of February 13, 2017, the record date for the Special Meeting, 10,203,860 shares, or 78%, were present or represented by proxy at the Special Meeting. The following is a brief description of each matter voted upon at the Special Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.

Proposal 1: The Reverse Split Proposal.

The Company’s stockholders approved the Reverse Split Proposal. The tabulation of votes on this matter was as follows: shares voted for: 10,156,799; shares voted against: 44,121; and shares abstaining and broker non-votes: 2,940.

Proposal 2: The Preferred Increase Proposal.

The Company’s stockholders approved the Preferred Increase Proposal. The tabulation of votes on this matter was as follows: shares voted for: 10,156,799; shares voted against: 46,621; and shares abstaining and broker non-votes: 440.

Proposal 3: To authorize an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of either Proposal 1 or Proposal 2.

The Company’s stockholders approved an authorization to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of either Proposal 1 or Proposal 2. The tabulation of votes on this matter was as follows: shares voted for: 10,159,939; shares voted against: 43,921; and shares abstaining and broker non-votes: 0. No adjournment of the Special Meeting was necessary.

 

Item 8.01. Other Events.

On March 13, 2017, the Company issued a press release announcing the Approved Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.

  

Description

  3.1    Amendment to Amended and Restated Certificate of Incorporation of Valeritas Holdings, Inc. regarding the Approved Split.
  3.2    Amendment to Amended and Restated Certificate of Incorporation of Valeritas Holdings, Inc. regarding the Preferred Increase Proposal.
99.1    Press release, dated March 13, 2017.

EXHIBIT INDEX

 

Exhibit No.

  

Description

  3.1    Amendment to Amended and Restated Certificate of Incorporation of Valeritas Holdings, Inc. regarding the Approved Split.
  3.2    Amendment to Amended and Restated Certificate of Incorporation of Valeritas Holdings, Inc. regarding the Preferred Increase Proposal.
99.1    Press release, dated March 13, 2017.

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: March 13, 2017     VALERITAS HOLDINGS, INC.
    By:  

/s/ John Timberlake

    Name:   John Timberlake
    Title:   Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

VALERITAS HOLDINGS, INC.

Valeritas Holdings, Inc., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Company ”), does hereby certify as follows:

FIRST : The Amended and Restated Certificate of Incorporation of the Company is hereby amended by adding, immediately following the first sentence of Article FOURTH thereof, the following:

“Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “ Effective Time ”), the shares of Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time (the “ Old Common Stock ”) shall be reclassified into a different number of shares of Common Stock (the “ New Common Stock ”) such that each two to ten shares of Old Common Stock shall, at the Effective Time, be automatically reclassified into one share of New Common Stock, the exact ratio within the foregoing range to be determined by the Board of Directors of the Corporation prior to the Effective Time and publicly announced by the Corporation. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of whole shares of New Common Stock into which such Old Common Stock shall have been reclassified pursuant to the immediately preceding sentence. No fractional shares of Common Stock shall be issued as a result of such reclassification. 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 then fair value of the Common Stock as determined in good faith by the Board of Directors of the Corporation.”

SECOND : The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

*  * * * * * *

IN WITNESS WHEREOF , the undersigned has duly executed this Certificate of Amendment on this 13th day of March, 2017.

 

VALERITAS HOLDINGS, INC.
By:  

/s/ John Timberlake

Name: John Timberlake
Title: Chief Executive Officer

 

2

Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

VALERITAS HOLDINGS, INC.

Valeritas Holdings, Inc., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Company ”), does hereby certify as follows:

FIRST : The Amended and Restated Certificate of Incorporation of the Company is hereby amended by deleting the first sentence of Article FOURTH thereof in its entirety and inserting the following in lieu thereof:

“The total number of shares of all classes of stock which the Corporation shall have authority to issue is Three Hundred Fifty Million (350,000,000), consisting of (a) Three Hundred Million (300,000,000) shares of Common Stock, par value $0.001 per share (the “ Common Stock ”), and (b) Fifty Million (50,000,000) shares of Preferred Stock, par value $0.001 per share (the “ Preferred Stock ”).”

SECOND : The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

* * * * * * *

IN WITNESS WHEREOF , the undersigned has duly executed this Certificate of Amendment on this 13th day of March, 2017.

 

VALERITAS HOLDINGS, INC.
By:  

/s/ John Timberlake

Name: John Timberlake
Title: Chief Executive Officer

 

2

Exhibit 99.1

 

LOGO

Valeritas Announces Reverse Stock Split

BRIDGEWATER, New Jersey, March 13, 2017 — Valeritas Holdings, Inc. (OTCQB: VLRX) today announced that effective at 9:00 a.m., EDT, on March 15, 2017, the Company will effect an eight-for-one reverse stock split of its outstanding common stock. The authority to implement a reverse stock split was approved by the Company’s stockholders at the Special Meeting of Stockholders held on March 8, 2017, and the Company’s Board of Directors subsequently adopted the reverse stock split. Upon the effectiveness of the reverse stock split, every eight shares of issued and outstanding common stock as of the close of business on March 14, 2017 will be combined into one issued and outstanding share of common stock, with no change in par value per share. The Company’s common stock will open for trading on the OTCQB on March 15, 2017 on a post-split basis.

The reverse stock split is primarily intended to bring the Company into compliance with the minimum average closing share price requirement for its potential up-listing onto the Nasdaq Capital Market. The Company’s common stock will continue to trade under the symbol “VLRX” but will have a new CUSIP number (91914N 202).

The reverse stock split will reduce the number of shares of the Company’s outstanding common stock from approximately 13.1 million shares to approximately 1.6 million shares. No fractional shares will be issued as a result of the reverse stock split. Any fractional shares that would result from the reverse stock split will be settled in cash. Shareholders holding share certificates will receive information from West Coast Stock Transfer, the Company’s transfer agent, regarding the process for exchanging their shares of common stock.

Shareholders with questions may contact our transfer agent at West Coast Stock Transfer by calling 619.664.4780.

Additional information about the reverse stock split can be found in the Company’s proxy statement filed with the Securities and Exchange Commission on February 15, 2017, a copy of which is available at www.sec.gov .

About Valeritas Holdings, Inc.

Valeritas is a commercial-stage medical technology company focused on improving health and simplifying life for people with diabetes by developing and commercializing innovative technologies. Valeritas’ flagship product, V-Go ® Wearable Insulin Delivery device, is a simple, wearable, basal-bolus insulin delivery device for patients with type 2 diabetes that enables patients to administer a continuous preset basal rate of insulin over 24 hours. It also provides

discreet on-demand bolus dosing at mealtimes. It is the only basal-bolus insulin delivery device on the market today specifically designed keeping in mind the needs of type 2 diabetes patients. Headquartered in Bridgewater, New Jersey, Valeritas operates its R&D functions in Shrewsbury, Massachusetts. For more information, please visit www.valeritas.com .

Forward Looking Statements

This press release may contain forward-looking statements. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, references to Valeritas technologies, business and product development plans and market information. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to raise the additional funding needed to continue to pursue Valeritas’ business and product development plans, the inherent uncertainties associated with developing new products or technologies, the ability to commercialize the V-Go ® Wearable Insulin Delivery device with limited resources, competition in the industry in which Valeritas operates and overall market conditions. Any forward-looking statements are made as of the date of this press release, and Valeritas assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure set forth in the reports and other documents Valeritas files with the Securities and Exchange Commission available at www.sec.gov .

Investor Contacts:

Nick Laudico / Robert Flamm, Ph.D.

The Ruth Group

(646)536-7030 / 7017

IR@valeritas.com

Or

The Del Mar Consulting Group, Inc.

Robert B. Prag, President

858-794-9500

bprag@delmarconsulting.com

Media Contact:

Kirsten Thomas

The Ruth Group

(508)280-6592

PR@valeritas.com