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 31, 2017
THRESHOLD PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32979
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94-3409596
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3705 Haven Ave., Suite 120
Menlo Park, California 94025
(Address of principal executive offices)(Zip Code)
(650) 474-8200
(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:
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights of Security Holders.
As disclosed below under Item 5.07, in connection with the expected closing of the transactions contemplated by the Agreement and Plan of Merger and
Reorganization, dated as of March 16, 2017 (the “
Merger Agreement
”), by and among Threshold Pharmaceuticals, Inc. (the “
Company
”), Trojan Merger Sub, Inc. and Molecular Templates, Inc.
(“
Molecular
”), at the annual meeting of the stockholders of the Company held on July 31, 2017 (the “
Annual Meeting
”), the Company’s stockholders approved a series of alternate amendments to
the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “
Common Stock
”), within
a range of every 5 to 15 pre-split shares of Common Stock being combined and reclassified into one share of Common Stock (the “
Reverse Stock Split
”). On July 31, 2017, the Company’s board of directors approved the
amendment to the amended and restated certificate of incorporation of the Company to effect the Reverse Stock Split of Common Stock at a ratio of 11 pre-split shares being combined and reclassified into one share of Common Stock (the
“
Split Amendment
”). The Split Amendment has been filed with the Secretary of State of the State of Delaware and will become effective at 5:00 pm EST on August 1, 2017. No fractional shares will be issued in connection
with the Reverse Stock Split. Holders of fractional shares created by the Reverse Stock Split are entitled to receive a cash payment equal to the value of such fractional shares. The Reverse Stock Split affects all of the Company’s outstanding
common stock, warrants, stock options and other equity awards. The Reverse Stock Split reduced the number of shares of the Company’s common stock outstanding from 71,591,918 shares to approximately 6,508,326 shares. The total number of shares
of common stock authorized under the Company’s amended and restated certificate of incorporation, however, shall remain at 150,000,000 shares. The Common Stock will commence trading on a post-Reverse Stock Split basis under a new CUSIP number
608550 109 on Wednesday, August 2, 2017.
The foregoing description of the Split Amendment is not complete and is subject to and qualified in its
entirety by reference to the Split Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07
Submission of Matters to a Vote of Security Holders.
Note: The stock information set forth in this Item 5.07 is presented on a pre-Reverse
Stock Split basis.
At the Annual Meeting, the stockholders of the Company voted as set forth below on the following proposals, each of which is
described in detail in the Company’s proxy statement/prospectus/information statement, dated June 30, 2017. The stockholders of the Company had also been solicited to vote to approve an adjournment of the Annual Meeting, if necessary, to
solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve proposals 1, 4 and 5 referenced below, but such adjournment was unnecessary.
At the Annual Meeting, 55,711,613 shares of common stock, or approximately 77.81% of the outstanding common stock entitled to vote, were represented by proxy
or in person.
The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:
Proposal 1. Approval of the Issuance of Company Common Stock in the Merger
The approval of the issuance of shares of Company common stock to Molecular’s stockholders pursuant to the terms of the Merger Agreement.
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For
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Against
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Abstain
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Broker Non-Votes
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37,012,375
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929,075
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170,085
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17,600,078
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Proposal 2. Approval of the Issuance of Company Common Stock in the Concurrent Financing
The approval of the issuance of shares of Company common stock in the concurrent financing.
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For
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Against
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Abstain
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Broker Non-Votes
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36,856,231
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1,060,875
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194,429
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17,600,078
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Proposal 3. Approval of Amendment to the Company’s 2014 Equity Incentive Plan
The approval of an amendment to the Threshold 2014 Equity Incentive Plan, or the 2014 Plan, to, among other things, (i) increase the total number of
shares of Threshold common stock currently available for issuance under the 2014 Plan by 15,000,000 shares, and (ii) revise the Internal Revenue Code Section 162(m) share limits under the 2014 plan, which amendment does not reflect the
Reverse Stock Split.
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For
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Against
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Abstain
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Broker Non-Votes
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36,186,273
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1,613,786
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311,476
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17,600,078
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Proposal 4. Approval of Corporate Name Change
The approval of an amendment to the amended and restated certificate of incorporation of the Company changing the name of the corporation from “Threshold
Pharmaceuticals, Inc.” to “Molecular Templates, Inc.”
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For
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Against
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Abstain
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Broker Non-Votes
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36,813,009
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1,032,978
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265,548
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17,600,078
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Proposal 5. Approval of Reverse Stock Split
The approval of a series of alternate amendments to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of the
Company’s issued and outstanding common stock within a range, as determined by the Company’s board of directors, of every 5 to 15 shares (or any number in between) of outstanding Company common stock being combined and reclassified into
one share of Company common stock.
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For
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Against
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Abstain
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Broker Non-Votes
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36,737,414
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1,139,632
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234,489
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17,600,078
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Proposal 6. Election of Directors
The election of the two nominees for Class I directors named in the proxy statement/prospectus/information statement to the Company’s board of directors
for a term of three years (provided, however, that if the merger is completed, the Company’s board of directors will be reconstituted as provided in the Merger Agreement).
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Nominee
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For
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Withheld
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Broker Non-Votes
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Jeffrey W. Bird, M.D., Ph.D.
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37,015,930
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1,095,605
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17,600,078
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Harold E. Selick, Ph.D.
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37,046,092
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1,065,443
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17,600,078
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Proposal 7. Advisory Vote on Executive Compensation
The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy
statement/prospectus/information statement.
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For
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Against
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Abstain
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Broker Non-Votes
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36,139,292
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1,699,448
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272,795
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17,600,078
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Proposal 8. Advisory Vote on Merger-Related Compensation
The approval, on a non-binding, advisory basis, of the compensation that will be paid or may become payable to the Company’s named executive officers in
connection with the merger.
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For
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Against
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Abstain
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Broker Non-Votes
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34,559,104
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1,814,484
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1,737,947
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17,600,078
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Proposal 9. Ratification of Appointment of the Independent Registered Public Accounting Firm
The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2017.
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For
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Against
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Abstain
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54,253,029
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1,137,061
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321,523
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Item 8.01. Other Events.
On July 31, 2017, the Company announced the Reverse Stock Split and the voting results relating to the Annual Meeting. In addition, the Company announced
that the merger with Molecular, the concurrent financing and the Takeda equity financing, each as described in the proxy statement/prospectus/information statement, are expected to close on August 1, 2017. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Reference is made to the Exhibit Index included with this Current Report on Form 8-K and is incorporated by reference herein.
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 thereunto duly authorized.
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THRESHOLD PHARMACEUTICALS, INC.
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By:
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/s/ J
OEL
A. F
ERNANDES
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Joel A. Fernandes
Senior Vice President,
Finance and Controller
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Date: August 1, 2017
EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated August 1, 2017.
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99.1
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Press release issued by Threshold Pharmaceuticals, Inc. on August 1, 2017.
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THRESHOLD PHARMACEUTICALS, INC.
THRESHOLD PHARMACEUTICALS, INC.
, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the
“
DGCL
”), does hereby certify:
FIRST:
The name of the corporation is Threshold Pharmaceuticals, Inc. (the
“
Corporation
”).
SECOND:
The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of
State of the State of Delaware was October 17, 2001.
THIRD:
The Board of Directors (the “
Board
”) of the Corporation, acting
in accordance with the provisions of Sections 141 and 242 of the DGCL, adopted resolutions amending its Certificate of Incorporation as follows:
Paragraph A of Article Fourth of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to add the
following at the end said Paragraph A, which shall read in its entirety as follows:
“Effective at 5:00 p.m., Eastern time, on the
date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware (the “
Effective Time
”), each eleven (11) shares of the Corporation’s
Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time (“
Old Common Stock
”) shall, automatically and without any action on the part of the Corporation or the respective holders
thereof, be combined and reclassified into one (1) share of Common Stock, par value $0.001 per share, of the Corporation (“
New Common Stock
”). Notwithstanding the immediately preceding sentence, no fractional shares of New
Common Stock shall be issued in the reclassification and, in lieu thereof, upon receipt after the Effective Time by the exchange agent selected by the Corporation of a properly completed and duly executed transmittal letter and, where shares are
held in certificated form, the surrender of the stock certificate(s) formerly representing shares of Old Common Stock, any stockholder who would otherwise be entitled to a fractional share of New Common Stock as a result of the foregoing
combination and reclassification of the Old Common Stock (such combination and reclassification, the “
Reverse Stock Spli
t”), following the Effective Time (after taking into account all fractional shares of New Common Stock otherwise
issuable to such stockholder), shall be entitled to receive a cash payment (without interest) equal to the fractional share of New Common Stock to which such stockholder would otherwise be entitled multiplied by the closing sales price of a share of
the Corporation’s Common Stock (as adjusted to give effect to the Reverse Stock Split) as reported on The NASDAQ Capital Market on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the
Secretary of State of the State of Delaware. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without any action on the part of
the Corporation or the respective holders thereof, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been combined and reclassified (as well as the right to
receive cash in lieu of any fractional shares of New Common Stock as set forth above);
provided
,
however
, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender
of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been combined and reclassified, as well as any cash in lieu of
fractional shares of New Common Stock to which such holder may be entitled as set forth above.”
FOURTH
: Thereafter, pursuant to a resolution
by the Board, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval in accordance with the provisions of Section 211 and 242 of the DGCL. Accordingly, said proposed amendment has been adopted in
accordance with Section 242 of the DGCL.
EXHIBIT 3.1
IN WITNESS WHEREOF
,
THRESHOLD PHARMACEUTICALS, INC.
has caused this Certificate of Amendment to
be signed by its duly authorized officer this day of August 1, 2017.
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THRESHOLD PHARMACEUTICALS, INC.
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By:
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/s/ WILFRED E. JAEGER, M.D.
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Name:
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Wilfred E. Jaeger, M.D.
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Title:
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Interim Chief Executive Officer
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EXHIBIT 99.1
Threshold Pharmaceuticals Announces Results of Annual Meeting of Stockholders
Reverse stock split of Threshold common stock at a ratio of 11-to-1 to be implemented and merger with Molecular Templates expected to close
end of business today
MENLO PARK, Calif. – August 1, 2017 –
Threshold Pharmaceuticals, Inc. (Nasdaq:THLD) announced today that
its stockholders approved all of the proposals presented at the Annual Meeting of Stockholders held on July 31, 2017, including all proposals related to the merger with Molecular Templates, Inc. As a result of the stockholder approvals, on
July 31, 2017, the Board of Directors of Threshold approved a reverse stock split of Threshold common stock at a ratio of every 11 shares outstanding to be combined and reclassified into one share. The reverse stock split will become effective
at 5:00 p.m. EST on August 1, 2017. Subject to the satisfaction of customary closing conditions, the closing of the merger with Molecular Templates is expected to occur shortly following the effectiveness of the reverse stock split.
Additionally, an equity financing in the amount of $40 million is expected to close following the closing of the merger with Molecular Templates, and a separate $20 million equity investment is expected to close following the
$40 million financing. Assuming the closing of the merger occurs as expected, the shares of common stock for the combined company, which will be renamed Molecular Templates, Inc., will commence trading on The NASDAQ Stock Market on a
post-reverse stock split basis under the new symbol “MTEM” on August 2, 2017.
About Threshold Pharmaceuticals
Threshold is a clinical-stage biopharmaceutical company focused on the development of drugs and diagnostic agents targeting the tumor microenvironment of solid
tumors and hematologic malignancies. This approach offers broad potential to treat a variety of cancers. By selectively targeting tumor cells, we are building a pipeline of drugs that hold promise to be more effective and less toxic to healthy
tissues than conventional anticancer drugs. For additional information, please visit the Company’s website at
www.thresholdpharm.com
.
About Molecular Templates
Molecular Templates is focused
on the discovery, development, and commercialization of next-generation immunotoxins called Engineered Toxin Bodies (ETBs) for the treatment of cancers and other serious diseases. For additional information, please visit Molecular’s
website at
www.mtem.com
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Forward-Looking Statements
Except for statements of historical fact, the statements in this press release are
forward-looking statements, including all statements regarding the proposed merger with Molecular Templates, the related equity financings and the expected timing and closing thereof. These statements
constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are usually identified by the use
of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and
variations of such words or similar expressions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on
assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions,
expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control.
These statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements.
Potential risks and uncertainties include, but are not limited to: difficulties and uncertainties associated with the closing of proposed merger and related equity financings, including the risk that the conditions to the closing of the transactions
are delayed or not satisfied; uncertainties as to the timing of the consummation of the transactions and the ability of each of party to consummate the transactions; unexpected costs, charges or expenses resulting from the transaction; potential
adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; and legislative, regulatory, political and economic developments. Further information regarding these and other risks is
included under the heading “Risk Factors” in the proxy statement/prospectus/information statement dated June 30, 2017 and in Threshold’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed with the
Securities and Exchange Commission on July 31, 2017, and are available from the SEC’s website (www.sec.gov) and in other filings that Threshold will make with the SEC in connection with the proposed transactions. Existing and prospective
investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The statements made in this press release speak only as of the date stated herein, and subsequent events and
developments may cause our expectations and beliefs to change. Unless otherwise required by applicable securities laws, we do not intend, nor do we undertake any obligation, to update or revise any forward-looking statements contained in this news
release to reflect subsequent information, events, results or circumstances or otherwise.
Source: Threshold Pharmaceuticals, Inc. (THLD)
Contact:
Denise Powell
denise@redhousecomms.com
510.703.9491