Attached files
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EX-99.3 - EXHIBIT 99.3 - Savara Inc | c18324exv99w3.htm |
EX-23.1 - EXHIBIT 23.1 - Savara Inc | c18324exv23w1.htm |
EX-99.2 - EXHIBIT 99.2 - Savara Inc | c18324exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 2011
ADVENTRX Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-32157 | 84-1318182 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
12390 El Camino Real, Suite 150, San Diego, CA | 92130 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (858) 552-0866
Not applicable
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
On April 8, 2011, ADVENTRX Pharmaceuticals, Inc. (the Company) completed its acquisition of
SynthRx, Inc. (SynthRx) pursuant to the terms of the Agreement and Plan of Merger, dated February
12, 2011, by and among the Company, SRX Acquisition Corporation, a wholly owned subsidiary of the
Company, SynthRx and, solely with respect to Sections 2 and 8 of the agreement, an individual who
was a principal stockholder of SynthRx, and SynthRx became a wholly owned subsidiary of the
Company. The Companys acquisition of SynthRx and related matters were reported in the Companys
Current Report on Form 8-K filed on April 11, 2011 (the Original Current Report). The Company is
filing this Amendment No. 1 to the Original Current Report as permitted by Item 9.01(a)(4) and
(b)(2) of Form 8-K to provide the financial statements of SynthRx and the pro forma financial
information required by Item 9.01(a)(1) and (b)(1) of Form 8-K. Except as described above, all
information in and exhibits to the Original Current Report remain unchanged.
Important Information
In connection with its 2011 annual meeting of stockholders, which is scheduled for June 15, 2011,
the Company has filed a definitive proxy statement with the U.S. Securities and Exchange Commission
(the SEC) that includes a proposal requesting stockholder approval for the issuance of shares of
the Companys common stock to the former stockholders of SynthRx in lieu of cash payments upon
achievement of performance milestones pursuant to the terms of the Companys merger agreement with
SynthRx (the Stockholder Proposal). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE STOCKHOLDER PROPOSAL. The definitive
proxy statement, any amendments or supplements to the definitive proxy statement and other relevant
documents filed by the Company with the SEC are available free of charge through the website
maintained by the SEC at www.sec.gov or by calling the SEC at telephone number 1-800-SEC-0330. Free
copies of these documents may also be obtained from the Companys website at www.adventrx.com or by
writing to: ADVENTRX Pharmaceuticals, Inc., 12390 El Camino Real, Suite 150, San Diego, California
92130, Attn: Corporate Secretary. The Company and certain of its directors, executive officers and
other members of management and employees may, under the rules of the SEC, be deemed to be
participants in the solicitation of proxies from stockholders of the Company in favor of the
Stockholder Proposal. Information regarding the Companys directors and executive officers and
other potential participants is included in the definitive proxy statement and the other relevant
documents filed with the SEC.
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The following audited financial statements of SynthRx and the report of independent public
accountants thereon are attached as Exhibit 99.2 to this report and are incorporated herein by
reference:
| Audited balance sheets of SynthRx, Inc. (a development stage enterprise) as of December
31, 2010 and 2009 and the related audited statements of operations, stockholders deficit
and cash flows for the years then ended and for the period from inception (January 12,
2004) through December 31, 2010, and the notes related thereto |
(b) Pro Forma Financial Information
The following unaudited pro forma financial information is attached as Exhibit 99.3 to this report
and is incorporated herein by reference:
| Unaudited pro forma condensed combined balance sheet as of December 31, 2010 and the
related unaudited pro forma condensed combined statement of operations for the year then
ended, and the notes related thereto |
(d) Exhibits.
The list of exhibits called for by this Item is incorporated by reference to the Exhibit Index
filed with this report.
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.
ADVENTRX Pharmaceuticals, Inc. |
||||
Dated: June 3, 2011 | By: | /s/ Patrick L. Keran | ||
Name: | Patrick L. Keran | |||
Title: | President and Chief Operating Officer | |||
Exhibit Index
Exhibit | ||||
No. | Description | |||
2.1 | *(1) | Agreement and Plan of Merger, dated February 12, 2011, by and among the
registrant, SRX Acquisition Corporation, SynthRx, Inc. and, solely with
respect to Sections 2 and 8, the Stockholders Agent |
||
10.1 | *(1) | Stockholders Voting and Transfer Restriction Agreement, dated February
12, 2011, by and among the registrant, each of the principal
stockholders of SynthRx, Inc. and, solely with respect to Section 3(c),
the Stockholders Agent |
||
10.2 | *(1) | License Agreement, dated June 8, 2004, between SynthRx, Inc. and CytRx
Corporation, as amended by that certain Letter Agreement Re: Amendment
to License Agreement, dated August 3, 2006, and that certain Agreement
and Amendment No. 2 to License Agreement, dated December 1, 2010 |
||
23.1 | Consent of J.H. Cohn LLP |
|||
99.1 | (1) | Press Release issued by ADVENTRX Pharmaceuticals, Inc. on April 11, 2011 |
||
99.2 | Audited balance sheets of SynthRx, Inc. (a development stage
enterprise) as of December 31, 2010 and 2009 and the related audited
statements of operations, stockholders deficit and cash flows for the
years then ended and for the period from inception (January 12, 2004)
through December 31, 2010, and the notes related thereto |
|||
99.3 | Unaudited pro forma condensed combined balance sheet as of December 31,
2010 and the related unaudited pro forma condensed combined statement
of operations for the year then ended, and the notes related thereto |
* | Certain confidential portions of this exhibit were omitted by means of redacting a portion of
the text. Application has been made to the Securities and Exchange Commission seeking
confidential treatment of such confidential portions under Rule 24b-2 under the Securities
Exchange Act of 1934, as amended. This exhibit has been filed separately with the Securities
and Exchange Commission without redactions in connection with registrants confidential
treatment request. |
|
(1) | Filed with the registrants Current Report on Form 8-K on April 11, 2011 (SEC file number
001-32157-11752769) |