Attached files

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EX-99.2 - EX-99.2 - Hepion Pharmaceuticals, Inc.a16-16629_1ex99d2.htm
EX-99.1 - EX-99.1 - Hepion Pharmaceuticals, Inc.a16-16629_1ex99d1.htm
EX-23.1 - EX-23.1 - Hepion Pharmaceuticals, Inc.a16-16629_1ex23d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

 

Amendment No. 1

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): June 13, 2016

 

CONTRAVIR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-36856   

 

46-2783806

(Commission File
Number)

 

(IRS Employer Identification
No.)

 

399 Thornall Street, First Floor

 

 

Edison, New Jersey

 

08837

(Address of principal executive
offices)

 

(Zip Code)

 

(732) 902-4000

(Registrant’s telephone number, including area code)

 

 

(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 June 13, 2016, ContraVir Pharmaceuticals, Inc. (“ContraVir”) filed a Current Report on Form 8-K under Item 2.01 (the “Initial Report”) to report the completion of its acquisition of Ciclofilin Pharmaceuticals, Inc.  (“Ciclofilin”) on June 10, 2016. In response to parts (a) and (b) of Item 9.01 of the Initial Report, ContraVir indicated that it would file the required financial information by amendment, as permitted by Item 9.01(a)(4) and 9.01(b)(2) to Form 8-K. This Current Report on Form 8-K/A amends Items 9.01(a) and 9.01(b) of the Initial Report to provide the required financial information.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial statements of businesses acquired.

 

The historical consolidated financial statements of Ciclofilin Pharmaceuticals, Inc. as of March 31, 2016 (unaudited) and June 30, 2015 and for the nine months ended March 31, 2016 and 2015 (unaudited), the year ended June 30, 2015 and for the period from January 13, 2014 (inception) to June 30, 2014, including the notes to such financial statements and the report of the independent auditor thereon, are attached as Exhibit 99.2 to this Form 8-K/A.

 

(b) Pro Forma Financial Information.

 

The Company’s unaudited pro forma condensed combined balance sheet as of March 31, 2016 and the unaudited pro forma condensed combined statement of operations for the nine months ended March 31, 2016 and the year ended June 30, 2015 and related notes, showing the pro forma effects of the Company’s acquisition of Ciclofilin Pharmaceuticals, Inc. are attached as Exhibit 99.1 to this Form 8-K/A.

 

(d) Exhibits.

 

Exhibit
Number

 

Description

 

 

 

23.1

 

Consent of Independent Auditors.

99.1

 

Unaudited pro forma condensed combined balance sheet as of March 31, 2016 and unaudited pro forma condensed combined statement of operations of ContraVir Pharmaceuticals, Inc. for the nine months ended March 31, 2016 and year ended June 30, 2015, and related notes.

99.2

 

Consolidated financial statements of Ciclofilin Pharmaceuticals, Inc. for the nine months ended March 31, 2016 and 2015 (unaudited), the year ended June 30, 2015 and for the period from January 13, 2014 (inception) to June 30, 2014, and related notes.

 

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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.

 

 

CONTRAVIR PHARMACEUUTICALS, INC.

 

 

 

By:

/s/ James Sapirstein

 

Name:

James Sapirstein

 

Title:

Chief Executive Officer

 

Date:

August 22, 2016

 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

23.1

 

Consent of Independent Auditors.

99.1

 

Unaudited pro forma condensed combined balance sheet as of March 31, 2016 and unaudited pro forma condensed combined statement of operations of ContraVir Pharmaceuticals, Inc. for the nine months ended March 31, 2016 and year ended June 30, 2015, and related notes.

99.2

 

Consolidated financial statements of Ciclofilin Pharmaceuticals, Inc. for the nine months ended March 31, 2016 and 2015 (unaudited), the year ended June 30, 2015 and for the period from January 13, 2014 (inception) to June 30, 2014, and related notes.

 

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