Current Report Filing (8-k)
June 26 2015 - 09:01AM
Edgar (US Regulatory)
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
June 23, 2015
Date
of Report (Date of earliest event reported)
Celladon
Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36183 |
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33-0971591 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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11988 El Camino Real, Suite 650
San Diego, CA |
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92130 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (858) 366-4288
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.02 Termination of a Material Definitive Agreement.
On June 23, 2015, the Board of Directors of Celladon Corporation (the Company) approved the voluntary prepayment of the
outstanding amounts due under the Companys Loan and Security Agreement with Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. (as agent and as a lender, and together with Hercules Technology III, L.P., the
Lenders) dated July 31, 2014 (the Loan Agreement), with such prepayment to be effected on August 3, 2015 (the Prepayment Date). On the Prepayment Date, the Company will pay the Lenders: (i) the
$10,000,000 outstanding principal balance, (ii) $75,625 in accrued and unpaid interest, and (iii) an end of term charge of $1,750,000, for a total payment of $11,825,625. The material terms of the Loan Agreement are described in the
Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2014 and are incorporated herein by reference.
Item 2.05 Costs Associated with Exit or Disposal Activities.
As previously announced on April 30, 2015, on April 26, 2015, the Companys Board of Directors approved an approximately 50%
reduction to the Companys then-current workforce in light of the negative CUPID 2 data announced on April 26, 2015. Following further analysis of the CUPID 2 data and taking into consideration the direction of the strategic process
announced on June 1, 2015, in order to further reduce operating expenses and conserve cash resources, on June 23, 2015 the Companys Board of Directors approved an approximately 50% reduction of the Companys 17 current remaining
full-time employees who were not included in the workforce reduction announced on April 30, 2015. The Company expects that this group of employees, which constitutes the remainder of the Companys research and development staff, will be
separated from the Company during the third quarter of 2015. The Company estimates that it will incur incremental aggregate cash charges of approximately $1.33 million associated with this workforce reduction.
Forward-Looking Statements
Statements
contained in this report regarding matters that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to,
statements regarding the planned prepayment under the Loan Agreement, statements regarding the reduction in workforce and the anticipated future reduction in operating expenses and cash conservation benefits associated therewith; and the future
charges expected to be incurred and cash payments expected to be made in connection with the workforce reduction. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by
such forward-looking statements. These forward-looking statements are based upon the Companys current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without limitation, risks and uncertainties associated with possible changes in the magnitude of the planned
workforce reduction and the timing of employee separations, including as a result of changes that may occur in the Companys operations or operating plan, or other reasons or events; possible changes in the amount of charges and cash payments
associated with the workforce reduction, including the possibility that the Company may incur unanticipated charges or make cash payments that are not currently contemplated; and the Companys ability to reduce its operating expenses and to
conserve cash on a net basis as a result of the workforce reduction. These and other risks and uncertainties are described more fully in the Companys filings with the Securities and Exchange Commission, including, without limitation, its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. All forward-looking statements contained in this report speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to
reflect events that occur or circumstances that exist after the date on which they were made.
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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Celladon Corporation |
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Dated: June 26, 2015 |
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By: |
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/s/ Andrew C. Jackson |
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Andrew C. Jackson |
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Chief Financial Officer |
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