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EX-99.2 - EXHIBIT 99.2 - Origo Acquisition Corps100562_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - Origo Acquisition Corps100562_ex99-1.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): December 12, 2014

 

CB PHARMA ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands 001-36757 N/A
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

 

24 New England Executive Park, Suite 105

Burlington, MA 01803

(Address of Principal Executive Offices) (Zip Code)

 

(781) 652-4500

(Registrant’s Telephone Number, Including Area Code)

 

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 (see General Instruction A.2. below):

 

¨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))

 

 
 

 

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 12, 2014, the Board of Directors of CB Pharma Acquisition Corp. (the “Company”) changed the financial year end of the Company from December 31 to November 30.  The Company anticipates filing an Annual Report on Form 10-K covering the period from its inception through November 30, 2014.

 

Item 8.01.Other Events.

 

On December 17, 2014, the Company consummated the initial public offering (“IPO”) of 4,000,000 of its units (“Units”). Each Unit consists of one ordinary share, $.0001 par value per share (“Ordinary Share”), one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial business combination and one warrant entitling the holder to purchase one-half of one Ordinary Share at a price of $11.50 per full share commencing on the later of the Company’s completion of its business combination or December 12, 2015 (“Warrant”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $40,000,000.

 

Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 285,000 Units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,850,000. Of the Private Placement Units, 265,000 were purchased by Coronado Biosciences, Inc., an affiliate of the Company’s executive officers and the holder of a majority of the Company’s ordinary shares prior to the IPO, and 20,000 were purchased by EarlyBirdCapital, Inc., the representative of the underwriters of the IPO (“EBC”). The Private Placement Units are identical to the Units sold in the IPO, except the warrants included in the Private Placement Units will be non-redeemable, may be exercised on a cashless basis and may be exercisable for unregistered ordinary shares if the prospectus relating to the ordinary shares issuable upon exercise of the Warrants is not current and effective, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The holders of the Private Placement Units have agreed (A) to vote the Ordinary Shares included in the Private Placement Units (“Private Shares”) in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to the Company’s amended and restated memorandum and articles of association with respect to the Company’s pre-business combination activities prior to the consummation of such a business combination unless the Company provides dissenting public shareholders with the opportunity to convert their public shares into the right to receive cash from the Company’s trust account in connection with any such vote, (C) not to convert any Private Shares into the right to receive cash from the trust account in connection with a shareholder vote to approve the Company’s proposed initial business combination or a vote to amend the provisions of the Company’s amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity and (D) that such Private Shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated within the required time period. Additionally, the purchasers have agreed not to transfer, assign or sell any of the Private Placement Units (except to certain permitted transferees) until the completion of the Company’s initial business combination.

 

Copies of the press releases issued by the Company announcing the pricing of the IPO and consummation of the IPO and Private Placement are included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.

 

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Item 9.01.Financial Statement and Exhibits.

 

(d)Exhibits:

 

Exhibit   Description
     
99.1   Press Release Announcing Pricing of IPO.
     
99.2   Press Release Announcing Consummation of IPO.

 

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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.

 

Dated: December 18, 2014

  CB PHARMA ACQUISITION CORP.
     
  By: /s/ Lindsay A. Rosenwald
    Name: Lindsay A. Rosenwald
    Title: Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit   Description
     
99.1   Press Release Announcing Pricing of IPO.
     
99.2   Press Release Announcing Consummation of IPO.

 

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