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EX-99.1 - EX-99.1 - YIELD10 BIOSCIENCE, INC. | a14-18748_1ex99d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 8, 2014
METABOLIX, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
001-33133 |
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04-3158289 |
(Commission File Number) |
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(IRS Employer Identification No.) |
21 Erie Street, Cambridge, Massachusetts |
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02139 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(617) 583-1700
(Registrants Telephone Number, Including Area Code)
(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 ( see General Instruction A.2. below):
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))
Item 7.01 Regulation FD Disclosure.
On August 11, 2014, the Company issued a press release announcing that the NASDAQ Stock Market LLC (NASDAQ) granted the Companys request for a financial viability exception to the shareholder approval requirements applicable to the proposed financing transaction discussed below. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
Item 8.01 Other Events.
As previously reported, on August 4, 2014, Metabolix, Inc. (the Company), entered into a Securities Purchase Agreement (the Purchase Agreement) with certain qualified institutional and individual investors (collectively, the Investors), pursuant to which the Company agreed to sell to the Investors units of Company securities (the Units) for an aggregate purchase price of $25 million (the Transaction). The price of each Unit is $0.50, or $0.25 per share of the Companys common stock, par value $0.01 per share (Common Stock), on an as-converted basis. Each Unit will consist of one (1) share of Common Stock and one one-thousandth (1/1,000) of a share of the Companys to-be-designated Series B Preferred Stock, par value $0.01 per share (the Preferred Stock). Each share of Preferred Stock issued in the Transaction will automatically convert into 1,000 shares of Common Stock upon the effectiveness of the filing of a charter amendment to increase the number of authorized shares of the Companys Common Stock to not less than 150,000,000. After the closing of the Transaction and the conversion of the Preferred Stock into Common Stock, the Company will have issued 100,000,000 new shares of Common Stock to the Investors.
The closing of the Transaction is subject to, among other things, the Companys obtaining a financial viability exception under NASDAQ Listing Rule 5635(f) to the NASDAQ shareholder approval requirements that would otherwise be applicable to the Transaction. The Company applied to NASDAQ for the financial viability exception because it determined that the delay necessary to seek and obtain shareholder approval would seriously jeopardize the financial viability of the Company.
On August 8, 2014, NASDAQ informed the Company that it approved the Companys application for the financial viability exception with respect to the Transaction. Accordingly, subject to the satisfaction or waiver of the other closing conditions specified in the Purchase Agreement, the Company intends to close the Transaction on or about August 22, 2014 without obtaining approval from its shareholders. A special committee of the Companys Board of Directors comprised solely of independent, disinterested directors expressly approved the Transaction and the Companys reliance on the NASDAQ financial viability exception.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
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99.1 |
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Press Release of Metabolix, Inc. dated August 11, 2014. |
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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METABOLIX, INC. |
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Date: August 11, 2014 |
By: |
/s/ Joseph Shaulson |
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Joseph Shaulson |
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President & Chief Executive Officer |