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
May 16, 2019
Date of report (Date of earliest event reported)
Valeritas Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38038
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46-5648907
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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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750 Route 202, Suite 600
Bridgewater, New Jersey
(Address of principal executive offices)
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08807
(Zip Code)
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Registrant’s telephone number, including area code
(908) 927-9920
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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))
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
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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.
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.001 per value
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VLRX
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The Nasdaq Capital Market
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Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the 2019 annual meeting of stockholders (the “Annual Meeting”) of Valeritas Holdings, Inc. (the “Company”) held on May 16, 2019, the following proposals were submitted to the stockholders of the Company:
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Proposal 1
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The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of at least 1-for-2 and up to 1-for-20, with the exact ratio within the foregoing range to be determined by the Company’s Board of Directors (the “Board”).
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Proposal 2
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The approval, pursuant to Nasdaq Listing rules 5635(b) and 5635(d), of the potential issuance of shares of the Company’s common stock, par value $0.001 (the “Common Stock”), to Aspire Capital, LLC.
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Proposal 3
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The approval of the Company’s Amended and Restated Employee Stock Purchase Plan.
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Proposal 4
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The election of two directors to serve as the Company’s Class III directors until the Company’s 2022 annual meeting of stockholders and until their successors are duly elected and qualified.
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Proposal 5
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The ratification of the appointment of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
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For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 10, 2019 (the “Proxy Statement”). Of the 102,893,375 shares of the Company’s common stock entitled to vote at the Annual Meeting, 82,130,428 shares, or approximately 79.8%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:
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Proposal 1: Approval of the Adoption of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split.
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The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of at least 1-for-2 and up to 1-for-20, with the exact ratio within the foregoing range to be determined by the Company’s Board. The votes regarding this proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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71,116,979
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10,478,438
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535,011
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0
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Proposal 2: Approval of the Potential Issuance of Common Stock to Aspire Capital, LLC.
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The Company’s stockholders approved, pursuant to Nasdaq Listing Rules 5635(b) and 5635(d), the potential issuance of up to $21.0 million in shares of Common Stock to Aspire Capital, LLC. The votes regarding this proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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47,160,256
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1,923,717
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341,038
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32,705,417
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Proposal 3: Approval of the Company’s Amended and Restated Employee Stock Purchase Plan.
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The Company’s stockholders approved the Company’s Amended and Restated Employee Stock Purchase Plan. The votes regarding this proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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46,954,799
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2,012,639
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457,573
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32,705,417
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Proposal 4: Election of Directors.
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The Company’s stockholders elected the following two directors to serve as the Company’s Class III directors until the Company’s 2022 annual meeting of stockholders and until their successors are duly elected and qualified. The votes regarding this proposal were as follows:
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Director
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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Luke Düster
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47,495,982
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1,615,334
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313,695
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32,705,417
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John E. Timberlake
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47,541,913
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1,586,846
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296,252
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32,705,417
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Proposal 5: Ratification of the Appointment of Friedman LLP.
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The Company’s stockholders ratified the appointment of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The votes regarding this proposal were as follows:
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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78,620,210
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2,459,841
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1,050,377
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0
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Item 8.01. Other Events.
On May 17, 2019, the Company issued a press release announcing that following the Annual Meeting, the Board approved a 1-for-20 reverse stock split effective May 20, 2019. The Company’s Common Stock will continue to trade under the symbol “VLRX” but will have a new CUSIP number (91914N 301).
The full text of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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99.1
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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.
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Valeritas Holdings, Inc.
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Dated: May 17, 2019
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By:
/s/ John E. Timberlake
Name: John E. Timberlake
Title:
Chief Executive Officer
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Valeritas Announces Reverse Stock Split
BRIDGEWATER, New Jersey, May 17, 2019 --- Valeritas Holdings, Inc. (NASDAQ: VLRX), a medical technology Company and maker of
V-Go
®
Wearable Insulin Delivery device
, a simple, all-in-one, wearable insulin delivery option for patients with diabetes, today announced that its Board of Directors has declared a 1-for-20 reverse stock split of the Company’s common stock, which will be effective for trading purposes upon the commencement of trading on May 20, 2019. At that time, each 20 shares of issued and outstanding common stock and equivalents will be converted into one share of common stock. 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.
The reverse stock split was approved by Valeritas’ stockholders at the Company’s annual meeting of stockholders held on May 16, 2019. The Company's common stock will continue to trade under the symbol "VLRX" but will have a new CUSIP number (91914N 301).
Shareholders with questions may contact the Company’s 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 definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2019, 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, affordable, all-in-one basal-bolus insulin delivery option for patients with type 2 diabetes that is worn like a patch and can eliminate the need for taking multiple daily shots. V-Go administers a continuous preset basal rate of insulin over 24 hours, and it 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 Marlborough, Massachusetts.
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, Valeritas' expected cash burn rate and its ability to continue to increase new and total prescription growth, the effects of the reverse stock split on the trading price of Valeritas’ common stock, in both the short and long-term; the inherent uncertainties associated with developing new products or technologies, the ability to continue to commercialize the V-Go
®
Wearable Insulin Delivery device with limited resources, competition in the industry in which Valeritas operates and overall market conditions. Statements or claims made by third parties regarding the efficacy or functionality of V-Go as compared to other products are statements made by such individual and should not be taken as evidence of clinical trial results supporting such statements or claims. 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 SEC available at
www.sec.gov
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Investor Contacts:
Lynn Pieper Lewis or Greg Chodaczek
Gilmartin Group
646-924-1769
Media Contact:
Kevin Knight
Knight Marketing Communications, Ltd.
206-451-4823
