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 15, 2015

 

 

Celladon Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36183   33-0971591

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

12707 High Bluff Drive, Suite 200

San Diego, CA

  92130
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 350-4355

 

 

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:

 

  x 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 8.01 Other Events.

As previously announced, on November 18, 2015, Celladon Corporation (“Celladon”), Celladon Merger Sub, Inc. (“Merger Sub”) and Eiger BioPharmaceuticals, Inc. (“Eiger”) entered into an Agreement and Plan of Merger and Reorganization (“Merger Agreement”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Eiger, with Eiger becoming a wholly-owned subsidiary of Celladon and the surviving corporation of the merger.

Attached hereto and incorporated herein by reference as Exhibit 99.1 is a press release issued by Eiger on December 15, 2015 entitled “Eiger BioPharmaceuticals Announces Notice of Allowance for U.S. Patent Covering Bestatin™ (Ubenimex) for the Treatment of Pulmonary Arterial Hypertension.”

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Celladon has filed a registration statement on Form S-4 with the Securities and Exchange Commission, or the SEC, including a proxy statement/prospectus/information statement, but the registration statement has not yet become effective. Investors and security holders of Celladon and Eiger are urged to read these materials and any other relevant materials filed by Celladon with the SEC before making any voting or investment decision with respect to the proposed merger because they contain important information about Celladon, Eiger and the proposed merger. The proxy statement/prospectus/information statement and any other relevant documents filed by Celladon with the SEC may be obtained free of charge at the SEC web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Celladon by directing a written request to: Celladon Corporation, 12707 High Bluff Dr #200, San Diego, CA 92130, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement/prospectus/information statement and the other relevant materials before making any voting or investment decision with respect to the proposed merger.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Celladon and its directors and executive officers and Eiger and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Celladon in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger is included in the proxy statement/prospectus/information statement referred to above. Additional information regarding the directors and executive officers of Celladon is also included in Celladon Annual Report on Form 10-K for the year ended December 31, 2014 and the proxy statement for Celladon’s 2015 Annual Meeting of Stockholders. These documents are available free of charge at the SEC web site (www.sec.gov) and from Investor Relations at Celladon at the address described above.

 

2


Item 9.01 Financial Statements and Exhibits.

Reference is made to the Exhibit Index included with this Current Report on Form 8-K.

 

3


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.

 

    Celladon Corporation
Dated: December 16, 2015    
    By:  

/s/ Andrew C. Jackson

      Andrew C. Jackson
      Chief Financial Officer

 

4


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press release issued by Eiger BioPharmaceuticals, Inc. on December 15, 2015 entitled “Eiger BioPharmaceuticals Announces Notice of Allowance for U.S. Patent Covering Bestatin™ (Ubenimex) for the Treatment of Pulmonary Arterial Hypertension.”


Exhibit 99.1

Eiger BioPharmaceuticals Announces Notice of Allowance for U.S. Patent Covering Bestatin™ (Ubenimex) for the Treatment of Pulmonary Arterial Hypertension

PALO ALTO, Calif., December 15, 2015 /PRNewswire/ — Eiger BioPharmaceuticals, Inc. today announced the issuance of a Notice of Allowance from the United States Patent and Trademark Office (USPTO) for U.S. patent application number 13/839,321, entitled “Treatment of Pulmonary Hypertension with Leukotriene Inhibitors,” which covers Bestatin™ (ubenimex), a leukotriene A4 hydrolase (LTA4H) inhibitor for the treatment of pulmonary arterial hypertension (PAH).

Eiger BioPharmaceuticals has an exclusive license from Stanford University to technology for targeting the effects of LTB4 to modulate inflammation and immune response in the lung, providing a potential therapeutic approach for treating PAH. The technology was invented in the laboratory of Mark Nicolls, MD, Chief of Pulmonary and Critical Care Medicine at Stanford University. Eiger BioPharmaceuticals has a license agreement with Nippon Kayaku Co., Ltd., Tokyo, Japan, to develop Bestatin™ (ubenimex) for PAH as well as other inflammatory diseases involving LTB4.

This Notice of Allowance concludes substantive examination of the patent application and after administrative processes are completed, is expected to result in the issuance of a U.S. patent with a term extending to 2034. Additional claims are being pursued in a continuation application.

“This newly allowed patent covering Bestatin™ (ubenimex) is a valuable addition to Eiger BioPharmaceuticals’ intellectual property portfolio,” said David Cory, President and CEO of Eiger BioPharmaceuticals. “Recently published results of studies conducted at Stanford University suggest that elevated LTB4 may play a role in the inflammatory component of PAH disease.”

About Bestatin (ubenimex)

Bestatin™ (ubenimex) is a well-characterized, oral, small-molecule, dual-inhibitor of aminopeptidase and leukotriene A4 hydrolase (LTA4H), the enzyme responsible for catalyzing the committed step in the formation of the proinflammatory mediator, LTB4. Bestatin™ (ubenimex) is approved in Japan as an adjunct to chemotherapy agents to extend survival and to maintain remission after treatment for acute non-lymphocytic leukemia in adults. Bestatin™ (ubenimex) has been used for over 25 years in Japan and remains commercially available through Nippon Kayaku. Bestatin™ (ubenimex) is not approved for any indication in the U.S. or Europe. Bestatin™ (ubenimex) has been granted Orphan Designation in the U.S. for pulmonary arterial hypertension.


About PAH

Pulmonary Arterial Hypertension (PAH) is a type of high blood pressure that affects the arteries in the lungs and the right side of the heart. PAH begins when tiny arteries in the lungs, called pulmonary arterioles, become narrowed, blocked or destroyed. This makes it harder for blood to flow through the lungs, and raises pressure within the lungs’ arteries. As the pressure builds, the heart’s lower right chamber (right ventricle) must work harder to pump blood through the lungs, eventually causing the heart muscle to weaken and eventually fail. PAH is a progressive, life-threatening illness and meets criteria for Orphan Designation in the U.S., EU, and Japan.

About Eiger

Eiger is a clinical-stage biopharmaceutical company committed to bringing to market novel products for the treatment of Orphan diseases. The company has built a diverse portfolio of well-characterized product candidates with the potential to address diseases for which the unmet medical need is high, the biology for treatment is clear, and for which an effective therapy is urgently needed.

Safe Harbor Statements

Additional Information about the Proposed Merger between Celladon Corporation and Eiger BioPharmaceuticals, Inc. and Where to Find It

In connection with the previously disclosed proposed merger between Celladon Corporation and Eiger BioPharmaceuticals, Inc., Celladon and Eiger have filed a registration statement on Form S-4 with the Securities and Exchange Commission, or the SEC, including a prospectus and proxy statement that contains a prospectus and a joint proxy statement. Investors and security holders of Celladon and Eiger are urged to read these materials because they contain important information about Celladon, Eiger and the proposed merger. Investors and security holders are urged to read the joint proxy statement, prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed merger.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws


of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

LOGO

SOURCE Eiger Bio, Inc.

Investors: Jim Shaffer, Eiger BioPharmaceuticals, Inc., 919-345-4256, jshaffer@eigerbio.com

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