Current Report Filing (8-k)
May 18 2020 - 08:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
May 12, 2020
Idera
Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in
Charter)
Delaware
(State or Other
Jurisdiction of
Incorporation)
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001-31918
(Commission File
Number)
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04-3072298
(I.R.S. Employer
Identification No.)
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505 Eagleview Blvd., Suite 212
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Exton, Pennsylvania
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19341
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (484) 348-1600
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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).
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Securities registered pursuant to Section 12(b) of the Exchange
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.001
per share
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IDRA
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Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in 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. ¨
At the 2020 Annual Meeting of Stockholders of Idera Pharmaceuticals,
Inc. (the “Company”) on May 12, 2020, the Company’s stockholders approved an amendment to the Company’s
Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”) to 140,000,000 (the “Charter Amendment”). After the Annual
Meeting, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware (the “Amendment Filing”).
The Charter Amendment is filed herewith as Exhibit 3.1 and is incorporated by reference.
As a result of the stockholder approval of the Charter Amendment,
the Company is no longer required to return the $6.2 million paid by the institutional investors for the option to purchase shares
of the Company’s Series B2 Convertible Preferred Stock, Series B3 Convertible Preferred Stock, and Series B4 Convertible
Preferred Stock and warrants to purchase Common Stock as set forth in the Securities Purchase Agreement dated December 23, 2019
filed with and reported on the Company’s Current Report on Form 8-K filed on December 23, 2019.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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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IDERA PHARMACEUTICALS, INC.
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By:
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/s/ Bryant D. Lim
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Bryant D. Lim
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Senior V.P., General Counsel
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Dated: May 18, 2020
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