SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2020
Aduro Biotech, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
740 Heinz Avenue
(Address of principal executive offices)
Registrant’s telephone number, including area code: (510) 848-4400
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, par value $0.0001 per share||ADRO||The Nasdaq Global Select Market|
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. ☒
Section 5—Corporate Governance and Management
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Special Meeting of Stockholders of Aduro Biotech, Inc. (the “Company” or “Aduro”) held on October 1, 2020, virtually, (the “Special Meeting”), as described below, the Company’s stockholders approved an amendment to the amended and restated certificate of incorporation of Aduro to effect a reverse stock split of Aduro’s issued and outstanding common stock within a range, as determined by the Aduro board of directors, of every two to five shares (or any number in between) of outstanding Aduro common stock being combined and reclassified into share of Aduro common stock (the “Charter Amendment”).
On October 1, 2020, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware to effect the reverse stock split. As a result of the reverse stock split, the number of issued and outstanding shares of Aduro’s common stock immediately prior to the reverse stock split was reduced to a smaller number of shares, such that every five shares of Aduro’s common stock held by a stockholder immediately prior to the reverse stock split were combined and reclassified into one share of Aduro’s common stock.
The foregoing description of the Charter Amendment is not complete and is subject to and qualified in their entirety by reference to the amendment to the Company’s amended and restated certificate of incorporation, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Submission of Matters to a Vote of Security Holders.
At the Special 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 filed with the Securities and Exchange Commission on August 26, 2020 (the “Notice”) in connection with the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated as of June 1, 2020, by and among Aduro, Chinook Therapeutics U.S., Inc. (“Chinook”) and Aspire Merger Sub, Inc. (“Merger Sub”), as amended (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Chinook, with Chinook surviving as a wholly owned subsidiary of Aduro, and the surviving corporation of the merger (referred to herein as the “merger”).
As of August 12, 2020, the record date for the Special Meeting, there were 81,168,129 shares of common stock of the Company outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 71,177,994 shares of common stock, representing approximately 87.7% of the shares entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business. At the Special Meeting, Company stockholders considered three proposals, each of which is described in more detail in the Notice. The final results regarding each proposal are set forth below.
Proposal 1—To approve the issuance of shares of Aduro common stock to Chinook securityholders pursuant to the terms of the Merger Agreement and the change of control resulting from the merger.
|Final Voting Results|
Proposal 2—To approve an amendment to the amended and restated certificate of incorporation of Aduro to effect a reverse stock split of Aduro’s issued and outstanding common stock within a range, as determined by the Aduro board of directors, of every two to five shares (or any number in between) of outstanding Aduro common stock being combined and reclassified into one share of Aduro common stock.
|Final Voting Results|
Proposal 3—To approve the possible adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 and 2.
|Final Voting Results|
Regulation FD Disclosure.
On October 1, 2020, the Company issued a press release announcing voting results relating to the Special Meeting and the reverse stock split. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Financial Statements and Exhibits.
|3.1||Amendment to Amended and Restated Certificate of Incorporation, dated October 1, 2020|
|99.1||Press Release, dated October 1, 2020, titled “Aduro Biotech Stockholders Approve Merger Agreement with Chinook Therapeutics”|
|104||Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)|
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.
|Dated: October 1, 2020||Aduro Biotech, Inc.|
/s/ Celeste Ferber
|SVP, General Counsel and Corporate Secretary|
CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
ADURO BIOTECH, INC.
Aduro Biotech, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the Company), hereby certifies as follows:
A. The name of this company is Aduro Biotech, Inc., and the original certificate of incorporation of the company was filed with the Secretary of State of the State of Delaware on May 5, 2011.
B. The amendment to the Amended and Restated Certificate of Incorporation of the Company herein certified was duly adopted by the Companys Board of Directors in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
C. Article IV.A of the Amended and Restated Certificate of Incorporation of the Company is hereby amended and restated in its entirety as follows:
This Company is authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred Stock. The total number of shares which the Company is authorized to issue is 310,000,000 shares. 300,000,000 shares shall be Common Stock, each having a par value of one-hundredth of one cent ($0.0001). 10,000,000 shares shall be Preferred Stock, each having a par value of one-hundredth of one cent ($0.0001). Effective upon the filing of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware, a one-for-five reverse stock split of the Companys Common Stock (as defined below) shall become effective, pursuant to which each five shares of Common Stock outstanding and held of record by each stockholder of the Company (including treasury shares) immediately prior to the filing of this Certificate of Amendment shall be reclassified and reconstituted into one validly issued, fully-paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the filing of this Certificate of Amendment (such reclassification and reconstitution of shares, the Reverse Stock Split). The par value of the Common Stock and the Preferred Stock (as defined below) following the Reverse Stock Split shall remain at $0.0001 per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the filing of this Certificate of Amendment of a certificate (or book-entry position) which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the filing of this Certificate of Amendment, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the filing of this Certificate of Amendment, shall be entitled to receive a cash payment equal to the fraction of which such holder would otherwise be entitled multiplied by the closing price of the Common Stock as reported on The Nasdaq Stock Market on the date of filing of this Certificate of Amendment.
Each stock certificate or book-entry position that, immediately prior to the filing of this Certificate of Amendment, represented shares of Common Stock that were issued and outstanding immediately prior to the filing of this Certificate of Amendment shall, from and after the filing of this Certificate of Amendment, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the filing of this Certificate of Amendment into which the shares formerly represented by such certificate or book-entry position have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the filing of this Certificate of Amendment); provided, however, that each person of record holding a certificate (or book-entry position) that represented shares of Common Stock that were issued and outstanding immediately prior to the filing of this Certificate of Amendment shall receive, upon surrender of such certificate, a new certificate (or book-entry position) evidencing and representing the number of whole shares of Common Stock after the filing of this Certificate of Amendment into which the shares of Common Stock formerly represented by such certificate (or book-entry position) shall have been reclassified; and provided further, however, that whether or not fractional shares would be issuable as a result of the Reverse Stock Split shall be determined on the basis of (i) the total number of shares of Common Stock that were issued and outstanding immediately prior to the filing of this Certificate of Amendment formerly represented by certificates (or book-entry position) that the holder is at the time surrendering for a new certificate (or book-entry position) evidencing and representing the number of whole shares of Common Stock after the filing of this Certificate of Amendment No. 1 and (ii) the aggregate number of shares of Common Stock after the filing of this Certificate of Amendment into which the shares of Common Stock formerly represented by such certificates (or book-entry position) shall have been reclassified. For the foregoing purposes, all shares of Common Stock held by a holder shall be aggregated (thus resulting in no more than one fractional share per holder).
D. 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, Aduro Biotech, Inc. has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this 1st day of October, 2020.
|ADURO BIOTECH, INC.|
/s/ Stephen T. Isaacs
|Name:||Stephen T. Isaacs|
|Title:||Chairman and Chief Executive Officer|
Aduro Biotech Stockholders Approve Merger Agreement with Chinook Therapeutics
One-for-Five Reverse Stock Split to be Effective October 2, 2020
BERKELEY, CA, October 1, 2020 Aduro Biotech, Inc. (NASDAQ: ADURO), a clinical-stage biopharmaceutical company focused on developing therapies targeting the Stimulator of Interferon Genes (STING) and A Proliferation Inducing Ligand (APRIL) pathways for the treatment of cancer, autoimmune and inflammatory diseases, today announced the results for the three proposals considered and voted upon by its stockholders at its Special Meeting on October 1, 2020. The Company reported that the various proposals giving effect to the merger agreement between Aduro and Chinook Therapeutics were approved by approximately 55,168,606 of the outstanding shares of Aduro. All proposals were approved by the Aduro stockholders. A Form 8-K disclosing the full voting results will be filed with the Securities and Exchange Commission on October 1, 2020.
Following stockholder approval, the Company announced a one-for-five reverse stock split. The Companys common stock will begin trading on a split-adjusted basis on The Nasdaq Global Select Market effective with the open of the market on Friday, October 2, 2020.
The closing of the merger is anticipated to take place on or around October 5, 2020. Following closing of the merger, the combined company will be renamed Chinook Therapeutics and trade under the trading symbol KDNY.
About Aduro Biotech
Aduro Biotech, Inc. is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of therapies that are designed to harness the bodys natural immune system for the treatment of patients with challenging diseases. Aduros product candidates in the Stimulator of Interferon Genes (STING) and A Proliferation Inducing Ligand (APRIL) pathways are being investigated in cancer, autoimmune and inflammatory diseases. ADU-S100 (MIW815), which potentially activates the intracellular STING receptor for a potent tumor-specific immune response, is being evaluated in combination with KEYTRUDA® (pembrolizumab), an approved anti-PD-1 monoclonal antibody, as a potential first-line treatment for patients with recurrent or metastatic squamous cell carcinoma of the head and neck (SCCHN). BION-1301, an investigational humanized IgG4 monoclonal antibody that blocks APRIL binding to both the BCMA and TACI receptors, is being evaluated in IgA nephropathy. Aduro is collaborating with a number of leading global pharmaceutical companies to help expand and drive its product pipeline. For more information, please visit www.aduro.com.
About Chinook Therapeutics
Chinook Therapeutics, Inc. is a clinical-stage biotechnology company developing precision medicines for kidney diseases. The companys products are focused on rare, severe chronic kidney disorders with opportunities for well-defined and streamlined clinical pathways. Chinooks lead program is atrasentan, an investigational phase 3-ready endothelin receptor antagonist in development for the treatment of IgA nephropathy and other primary glomerular diseases. Through the proposed Aduro merger, Chinook will also add BION- 1301, an investigational anti-APRIL monoclonal antibody in a phase 1b trial for IgA nephropathy, to its pipeline. In addition, Chinook is advancing CHK-336, a preclinical development candidate for an undisclosed ultra orphan kidney disease, as well as research programs for other rare, severe chronic kidney diseases, including polycystic kidney disease. Chinook seeks to build its pipeline by leveraging insights in kidney single cell RNA sequencing, human-derived organoids and new translational models, to discover and develop therapeutics with novel mechanisms of action against key kidney disease pathways. Chinook is backed by leading healthcare investors, Versant Ventures, Apple Tree Partners, and Samsara BioCapital, and is based in Vancouver, British Columbia and Seattle, Washington. For more information visit www.chinooktx.com.
This document will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as may, will, continue, anticipate, intend, could, project, expect or the negative or plural of these words or similar expressions. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, the risk that the proposed merger with Chinook may not be completed in a timely manner or at all, which may adversely affect Aduros business and the price of the common stock of Aduro; the failure of either party to satisfy any of the conditions to the consummation of the proposed merger; uncertainties as to the timing of the consummation of the proposed merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the proposed merger on Aduros business relationships, operating results and business generally; risks that the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed merger; risks related to diverting managements attention from Aduros ongoing business operations; the outcome of any legal proceedings that may be instituted against Aduro related to the merger agreement or the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; our history of net operating losses and uncertainty regarding our ability to achieve profitability, our ability to develop and commercialize our product candidates, our ability to use and expand our technology platforms to build a pipeline of product candidates, our ability to obtain and maintain regulatory approval of our product candidates, our ability to operate in a competitive industry and compete successfully against competitors that have greater resources than we do, our reliance on third parties, and our ability to obtain and adequately protect intellectual property rights for our product candidates; and the effects of COVID-19 on our clinical programs and business operations. We discuss many of these risks in greater detail under the heading Risk Factors contained in our quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 3, 2020, and our other filings with the SEC. Any forward-looking statements that we make in this communication speak only as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.
VP, Investor Relations & Corporate Communications