Current Report Filing (8-k)
February 03 2023 - 4:35PM
Edgar (US Regulatory)
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0000861838
2023-01-31
2023-01-31
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iso4217:USD
xbrli:shares
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):
January 31, 2023
Aceragen, Inc.
(Exact name of registrant as specified in its
charter)
|
Delaware
(State or Other
Jurisdiction of
Incorporation) |
001-31918
(Commission File
Number) |
04-3072298
(I.R.S. Employer
Identification No.) |
| 505
Eagleview Blvd., Suite 212 |
|
|
| Exton, Pennsylvania |
|
19341 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
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):
| ¨ |
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)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each
class |
|
Trading
Symbol(s) |
|
Name of each
exchange on which registered |
| Common Stock, par value $0.001 per share |
|
IDRA |
|
Nasdaq Capital Market |
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):
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed by Aceragen, Inc. (formerly
known as Idera Pharmaceuticals, Inc.) (“Aceragen,” the “Company,” “we,” “us,” and “our”),
in its Current Report on Form 8-K filed on September 30, 2022, the Company is party to that certain binding term sheet (the “Term
Sheet”) entered into with certain former stockholders of Arrevus, Inc. (the “Former Stockholders”), under which Aceragen
and the Former Stockholders agreed to defer certain payments owed by Aceragen to the Former Stockholders. Pursuant to the terms of the
Term Sheet, on January 31, 2023, the Company issued 12% convertible unsecured promissory notes (the “Convertible Notes”)
to the Former Stockholders in an aggregate amount of approximately $5.896 million.
The Convertible Notes bear annual interest at 12%.
Under the terms of the Convertible Notes, at the holder’s election, any or all of the then outstanding principal and accrued interest
may be converted into shares of Company’s common stock, par value $0.001 per share (the “Common Stock”) using a conversion
price determined by the VWAP (as defined in the Convertible Notes) on the applicable trading market for the fifteen consecutive trading
days ending prior to the date the holder provides notice of their intent to convert. The terms of the Convertible Notes provide the Former
Stockholders with customary registration rights covering the Common Stock issued following any conversion of the Convertible Notes.
The foregoing description of the Convertible Notes
does not purport to be a complete and is qualified in its entirety by reference to the full text of the Convertible Note, filed herewith
as Exhibit 4.1, which is incorporated by reference into this Item 1.01.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 above is
incorporated by reference into this Item 3.02.
The Convertible Notes were issued pursuant to an
exemption from registration pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended. The foregoing issuances did not involve a public offering and were made only to persons whom the Company
believed were accredited investors.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 3, 2023, the Company announced that
Bryant D. Lim will be leaving his role as Senior Vice President, Chief Business Officer and General Counsel of the Company, effective
February 17, 2023, to pursue another opportunity.
| Item 9.01. | Financial Statements and Exhibits. |
(d)
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.
| |
ACERAGEN, INC. |
| |
|
| |
By: |
/s/ Bryant D. Lim |
| |
|
Bryant D. Lim |
| |
|
Chief Business Officer and General Counsel |
| |
|
| Dated: February 3, 2023 |
|
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