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): January 13, 2014
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LA JOLLA PHARMACEUTICAL COMPANY
(Exact name of registrant as specified in its charter)
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California
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0-24274
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33-0361285
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4660 La Jolla Village Drive, Suite 1070, San Diego, California 92122
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 207-4264
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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):
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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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Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 13, 2014, La Jolla Pharmaceutical Company (the “
Company
”) amended its Articles of Incorporation to effect a 1-for-50 reverse split of its outstanding common stock (the “
Reverse Split
”). The Reverse Split was approved by the Company’s Board of Directors, pursuant to authority delegated to the Board by the Company’s stockholders on June 5, 2013. The Reverse Split was effected with the filing of a Certificate of Amendment with the California Secretary of State (the “
Certificate of Amendment
”). No fractional shares will be issued in the Reverse Split and stockholders will instead be entitled to receive the cash value of any fractions of shares that would have been issued as a result of the Reverse Split. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Form 8-K.
Item 8.01. Other Events
On January 13, 2014, La Jolla Pharmaceutical Company (the "
Company
") issued a press release. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment
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99.1
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Press Release Dated January 13, 2014
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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 hereunto duly authorized.
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LA JOLLA PHARMACEUTICAL COMPANY
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Date:
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January 15, 2014
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By:
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/s/ George F. Tidmarsh
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Name:
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George F. Tidmarsh, M.D., Ph.D.
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Title:
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President and Chief Executive Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
LA JOLLA PHARMACEUTICAL COMPANY
a California corporation
Pursuant to Section 910 of the
California General Corporation Law
The undersigned, being the President and Secretary of La Jolla Pharmaceutical Company (the “
Corporation
”), a corporation organized and existing under the laws of the State of California, in accordance with the provisions of 910 of the California General Corporation Law (“
CGCL
”), does hereby certify that:
1. The purpose of amending the Articles of Incorporation of the Corporation is to implement a 1-for-50 reverse split of the issued and outstanding Common Stock of the Corporation.
2. The Amendment to the Articles of Incorporation has been duly approved by the required vote of the stockholders in accordance with Sections 902 and 903 of the CGCL. On June 5, 2013, there were 30,486,228 shares of Common Stock outstanding entitled to vote with respect to the Amendment to the Articles of Incorporation of which 21,248,521 shares or 70% voted in favor of the Amendment to the Articles of Incorporation. The vote exceeded the 50% approval required to authorize the Amendment to the Articles of Incorporation.
3. The Amendment to the Articles of Incorporation has been duly approved by the Board of Directors of the Corporation in accordance with CGCL Section 902 on September 24, 2013.
4. Article III(a) of the Articles of Incorporation of the Corporation, as amended on the date of the filing of this certificate, is amended to read in full as follows:
“(a)
Authorized Shares
. The total number of shares of stock which the Corporation shall have authority to issue is 12,008,000,000 shares, consisting of 12,000,000,000 shares of Common Stock, par value $0.0001 per share (“
Common Stock
”) and 8,000,000 shares of Preferred Stock, par value $0.0001 per share (“
Preferred Stock
”). Upon the amendment of this Article III(a) to read as herein set forth at the Effective Time, each 1 to 50 outstanding shares of Common Stock of the Corporation shall be combined and converted automatically into one share of Common Stock. In lieu of any fractional shares to which a holder would be otherwise entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of one share of Common Stock (pre-reverse-split), as determined by the Board of Directors of the Corporation. The Common Stock issued in this exchange (post-reverse stock split) shall have the same rights, preferences and privileges as the Common Stock (pre-reverse stock split). The “
Effective Time
” shall be January 13, 2014 at 12:01 a.m., Eastern Time.”
I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.
Executed this 10
th
day of January, 2014 at San Diego, California.
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LA JOLLA PHARMACEUTICAL COMPANY
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By:
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/s/ George F. Tidmarsh
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Name:
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George F. Tidmarsh, M.D., Ph.D.
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Title:
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President and Chief Executive Officer
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LA JOLLA PHARMACEUTICAL COMPANY
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By:
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/s/ George F. Tidmarsh
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Name:
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George F. Tidmarsh, M.D., Ph.D.
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Title:
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President and Chief Executive Officer
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La Jolla Pharmaceutical Company Announces Submission of NASDAQ Listing Application
Implementation of Reverse Split to Support Listing
SAN DIEGO, CA--(Marketwired - Jan 13, 2014) -
La Jolla Pharmaceutical Company
(OTCBB:
LJPC
) (the "Company" or "La Jolla"), a leader in the development of therapeutics targeting significant unmet life-threatening diseases, today announced that it has applied for listing on NASDAQ Capital Market. In support of this application, the Company effected a reverse split of the issued and outstanding common stock with a ratio of 1-for-50.
"This capital restructuring has been made in order to place La Jolla in position for a possible listing on the NASDAQ Capital Markets," said George Tidmarsh, M.D., Ph.D., President and CEO of La Jolla.
The reverse stock split will affect all issued and outstanding shares of the company's common stock, as well as common stock underlying stock options, warrants, convertible preferred stock and other convertible securities outstanding immediately prior to the effectiveness of the reverse stock split. The company's ticker symbol will be "LJPCD" for up to 20 trading days after the split to designate that it is trading on a post-reverse split basis.
The company's transfer agent will act as exchange agent for the reverse stock split. Stockholders holding certificated shares or shares through a brokerage account will have their shares automatically adjusted to reflect the reverse stock split as of the effective date. Although the issuance of new stock certificates will not be required, stockholders may obtain a new certificate from the Company's transfer agent.
About La Jolla Pharmaceutical Company
La Jolla Pharmaceutical Company is a biopharmaceutical company focused on the discovery, development and commercialization of innovative therapeutics for chronic organ failure and cancer. GCS-100, the Company's lead product candidate, is a first-in-class inhibitor of galectin-3, a novel molecular target implicated in chronic organ failure and cancer. LJPC-501, the Company's second product candidate, is a natural peptide for the treatment of hepatorenal syndrome. For more information on the Company please visit
http://www.ljpc.com
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Forward Looking Statement Safe Harbor
This document contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future results of operations. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from these forward-looking statements. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors are described in greater detail in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"), all of which are available free of charge on the SEC's web site
http://www.sec.gov
. These risks include, but are not limited to, risks relating to the development of GCS-100 and LJPC-501, the success and timing of future preclinical and clinical studies of these compounds, potential indications for which GCS-100 and LJPC-501 may be developed and our ability to satisfy both initial and continued NASDAQ listing standards. Subsequent written and oral forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth in the Company's reports filed with the SEC. The Company expressly disclaims any intent to update any forward-looking statements.
Company Contact
George F. Tidmarsh, M.D., Ph.D.
President & Chief Executive Officer
La Jolla Pharmaceutical Company
Phone: (858) 207-4264
Email:
GTidmarsh@ljpc.com
and
Chester S. Zygmont, III
Director of Finance
La Jolla Pharmaceutical Company
Phone: (858) 207-4262
Email:
czygmont@ljpc.com
