Attached files
| file | filename |
|---|---|
| EX-99.1 - AUDITED FINANCIAL STATEMENTS OF TRIMERIS - SYNAGEVA BIOPHARMA CORP | d375156dex991.htm |
| EX-23.1 - CONSENT OF ERNST & YOUNG LLP - SYNAGEVA BIOPHARMA CORP | d375156dex231.htm |
| EX-99.2 - UNAUDITED CONDENSED FINANCIAL STATEMENTS OF TRIMERIS - SYNAGEVA BIOPHARMA CORP | d375156dex992.htm |
| EX-99.3 - UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS OF SYNAGEVA - SYNAGEVA BIOPHARMA CORP | d375156dex993.htm |
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): July 6, 2012
SYNAGEVA BIOPHARMA CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-23155 | 56-1808663 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
128 Spring Street, Suite 520, Lexington, Massachusetts 02421
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 357-9900
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:
| ¨ | 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)) |
Introduction
On November 2, 2011, Tesla Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Trimeris, Inc., a Delaware corporation (“Trimeris”), completed its previously announced merger (the “Merger”) with and into Synageva BioPharma Corp., a Delaware corporation (“Synageva”). In connection with the completion of the Merger, Trimeris changed its name from “Trimeris, Inc.” to “Synageva BioPharma Corp.” (the “Company”).
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The following financial statements of Trimeris are incorporated herein by reference to Exhibit 99.1 to this current report:
| 1. | Audited Balance Sheets as of December 31, 2010 and 2009; |
| 2. | Audited Statements of Operations for the years ended December 31, 2010 and 2009; |
| 3. | Audited Statements of Stockholders’ Equity for the years ended December 31, 2010 and 2009; |
| 4. | Audited Statements of Cash Flow for the years ended December 31, 2010 and 2009; |
| 5. | Unaudited Condensed Balance Sheets as of September 30, 2011 and December 31, 2010; |
| 6. | Unaudited Condensed Statements of Operations for the Three-Month and Nine-Month Periods ended September 30, 2011 and 2010; and |
| 7. | Unaudited Condensed Statements of Cash Flow for the nine months ended September 30, 2011 and 2010. |
The unaudited pro forma condensed combined Statement of Operations of the Company for the year ended December 31, 2011 is incorporated herein by reference to Exhibit 99.2 to this current report.
(d) Exhibits
| Exhibit Number |
Description | |
| 23.1 | Consent of Ernst & Young LLP | |
| 99.1 | Audited Financial Statements of Trimeris Balance Sheets as of December 31, 2010 and 2009 Statements of Operations for the Years Ended December 31, 2010 and 2009 Statements of Stockholder’s Equity for the Years Ended December 31, 2010 and 2009 Statements of Cash Flows for the Years Ended December 31, 2010 and 2009 Notes to the Audited Financial Statements | |
| 99.2 | Unaudited Condensed Financial Statements of Trimeris Condensed Balance Sheets as of September 30, 2011 and December 31, 2010 Condensed Statements of Operations for the Three-Month and Nine-Month Periods Ended September 30, 2011 and 2010 Condensed Statements of Cash Flow for the Nine Months Ended September 30, 2011 and 2010 Notes to the Unaudited Condensed Financial Statements | |
| 99.3 | Unaudited Pro Forma Condensed Combined Statement of Operations of Synageva BioPharma Corp. Statement of Operations for the Year Ended December 31, 2011 Notes to the Unaudited Statement of Operations | |
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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.
| SYNAGEVA BIOPHARMA CORP. | ||
| By: | /s/ Sanj K. Patel | |
| Sanj K. Patel | ||
| President and Chief Executive Officer | ||
Date: July 6, 2012
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| Exhibit Number |
Description | |
| 23.1 | Consent of Ernst & Young LLP | |
| 99.1 | Audited Financial Statements of Trimeris Balance Sheets as of December 31, 2010 and 2009 Statements of Operations for the Years Ended December 31, 2010 and 2009 Statements of Stockholder’s Equity for the Years Ended December 31, 2010 and 2009 Statements of Cash Flows for the Years Ended December 31, 2010 and 2009 Notes to the Audited Financial Statements | |
| 99.2 | Unaudited Condensed Financial Statements of Trimeris Condensed Balance Sheets as of September 30, 2011 and December 31, 2010 Condensed Statements of Operations for the Three-Month and Nine-Month Periods Ended September 30, 2011 and 2010 Condensed Statements of Cash Flow for the Nine Months Ended September 30, 2011 and 2010 Notes to the Unaudited Condensed Financial Statements | |
| 99.3 | Unaudited Pro Forma Condensed Combined Statement of Operations of Synageva BioPharma Corp. Statement of Operations for the Year Ended December 31, 2011 Notes to the Unaudited Statement of Operations | |
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