Attached files
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EX-99.5 - EXHIBIT 99.5 - Savara Inc | c23593exv99w5.htm |
EX-99.4 - EXHIBIT 99.4 - Savara Inc | c23593exv99w4.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
(Amendment No. 2)
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) and 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 were reported in the Companys Amendment No. 1 to the Original Current
Report filed on June 3, 2011 (Amendment No. 1).
The Company is filing this Amendment No. 2 to the Original Current Report to provide the financial
statements of SynthRx for the three months ended March 31, 2011
and unaudited pro forma condensed combined financial information for
the six months ended June 30, 2011. Except as described above, all
information in and exhibits to the Original Current Report and Amendment No. 1 remain unchanged.
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The following financial statements of SynthRx are attached as Exhibit 99.4 to this report and are
incorporated herein by reference:
| Balance sheet (unaudited) of SynthRx, Inc. (a development stage enterprise) as of March
31, 2011 and the related statements of operations and
cash flows (unaudited) for the three months ended
March 31, 2011 and 2010, and the period from inception (January 12, 2004) through March 31, 2011, and the notes related thereto |
(b) Pro
Forma Financial Information
The
following unaudited pro forma financial information is attached as Exhibit 99.5 to this report and is incorporated herein by reference:
| Unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2011, and the notes related thereto |
(c) 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. |
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Dated: October 25, 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 (2) | Consent of J.H. Cohn LLP |
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99.1 (1) | Press Release issued by ADVENTRX Pharmaceuticals, Inc. on April 11, 2011 |
||||
99.2 (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 (2) | 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 |
||||
99.4 | Balance sheet (unaudited) of SynthRx, Inc. (a development stage
enterprise) as of March 31, 2011 and the related statements of
operations and cash flows (unaudited) for the three months ended March 31, 2011 and 2010, and the period from inception (January 12, 2004) through March 31, 2011, and
the notes related thereto |
||||
99.5 | Unaudited
pro forma condensed combined statement of operations for the six months ended June 30, 2011, and the notes related thereto |
* | Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Confidential treatment of such confidential portions was requested by the
registrant under Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and has
been granted by order of the U.S. Securities and Exchange Commission dated June 6, 2011. |
|
(1) | Filed with the registrants Current Report on Form 8-K on April 11, 2011 (SEC file number
001-32157-11752769) |
|
(2) | Filed with the registrants Amendment No. 1 to Current Report on Form 8-K on June 3, 2011
(SEC file number 001-32157-1189227) |