Current Report Filing (8-k)
January 05 2018 - 5:19PM
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
Date of Report (Date of earliest event reported): January 5, 2018
NEOTHETICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36754
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20-8527075
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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9171 Towne Centre Drive, Suite 250, San Diego, CA 92122
(Address of principal executive offices, with zip code)
(858)
750-1008
(Registrants telephone number, including area code)
N/A
(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):
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of
this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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As previously announced, on
October 17, 2017, Neothetics, Inc. (Neothetics or the Company), Nobelli Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Neothetics (Merger Sub), and Evofem Biosciences, Inc., a
privately-held Delaware corporation (Evofem), entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement), pursuant to which, among other things, subject to approval of the stockholders of
Neothetics and Evofem and the satisfaction or waiver of the other conditions set forth in the Merger Agreement, Merger Sub will merge with and into Evofem, with Evofem becoming a wholly-owned subsidiary of the Company (the Merger). The
transactions contemplated by the Merger Agreement will result in a change in control of Neothetics.
On January 5, 2018, the Company
issued a press release announcing that the special meeting of stockholders of Neothetics held on January 5, 2018 at 8:00 a.m. Pacific Time to vote upon the Merger and related proposals as set forth in the Companys proxy
statement/prospectus/information statement dated December 12, 2017 (the Special Meeting) was convened and adjourned, without any business being conducted other than the adjournment, due to the absence of a quorum of the
Companys stockholders as of December 13, 2017 (the Record Date). At the Special Meeting, Susan Knudson, Neotheticss Chief Financial Officer and Chair of the Special Meeting, announced that the Special Meeting would
reconvene on January 17, 2018 at 8:00 a.m., local time, at the same location, DLA Piper LLP (US), 4365 Executive Drive, Suite 1100, San Diego, CA 92121. There was no change to the Record Date.
On January 4, 2018, the Company retained Kingsdale Shareholder
Services to provide additional assistance in soliciting proxies from Neothetics stockholders for the Special Meeting by telephone or other means described in the Companys proxy statement/prospectus/information statement for the Special
Meeting.
A copy of the press release referenced in Item 5.07 hereof is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Additional Information about the Merger and Where to Find It
In connection with the Merger, the Company has filed relevant materials with the Securities and Exchange Commission (SEC),
including a registration statement on Form
S-4
that contains a proxy statement, prospectus and information statement. The registration statement was declared effective by the SEC on December 12, 2017. The
proxy statement/prospectus/information statement, other relevant materials, and any other documents filed by the Company 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 by the Company with the SEC by directing a written request to: Neothetics, Inc., 9171 Towne Centre Drive, Suite 250, San Diego, CA 92122, 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 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 shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
The Company and its directors and executive officers and Evofem and its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger will be included in the joint proxy
statement/prospectus referred to above. Additional information regarding the directors and executive officers of the Company is also included in the Companys Annual Report on
Form 10-K for
the
year ended December 31, 2016 and the proxy statement for the Companys 2017 Annual Meeting of Stockholders. These documents are available free of charge at the SEC web site (www.sec.gov) and from Investor Relations at the Company at the
address described above.
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Item 9.01
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Financial Statements and Exhibits
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(d)
Exhibits
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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.
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NEOTHETICS, INC.
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Date: January 5, 2018
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By:
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/s/ Susan A. Knudson
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Susan A. Knudson
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Chief Financial Officer
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