Current Report Filing (8-k)
March 31 2020 - 06:11AM
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):
March 30, 2020
RA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37926
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26-2908274
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(State or other jurisdiction
of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification No.)
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87 Cambridgepark Drive
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Cambridge, MA
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02140
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(Address of principal executive offices)
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(Zip Code)
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(617) 401-4060
(Registrant’s telephone number, include
area code)
Not Applicable
(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:
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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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¨
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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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Securities registered pursuant to Section 12(b) of the 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, $0.001 par value per share
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RARX
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Nasdaq Global Market
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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.
¨
The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the “HSR Act”), in connection with the previously announced proposed acquisition of Ra Pharmaceuticals,
Inc. (the “Company”) by UCB S.A. (“UCB”) expired at 11:59 p.m., Eastern time, on March 30, 2020. The expiration
of the waiting period under the HSR Act satisfies one of the conditions to closing the acquisition as contained in that certain
Agreement and Plan of Merger, dated October 9, 2019, by and among the Company, UCB and Franq Merger Sub, Inc. (the “Merger
Agreement”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company
surviving the Merger as an indirect wholly owned subsidiary of UCB.
Assuming satisfaction or waiver of all of the other conditions
to the Merger, the Company expects that the Merger will be consummated by April 2, 2020.
Forward-Looking Statements
Certain statements contained in this filing may be considered
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation,
statements regarding the Merger and the ability to consummate the Merger. Forward-looking statements include all statements that
are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “might,”
“will,” “objective,” “intend,” “should,” “could,” “can,”
“would,” “expect,” “believe,” “anticipate,” “project,” “target,”
“design,” “estimate,” “predict,” “potential,” “plan” or the negative
of these terms, and similar expressions and comparable terminology intended to identify forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements
speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new
information or future events. Actual results could differ materially from those contained in any forward-looking statement as a
result of various factors, including, without limitation: (i) conditions to the closing of the Merger may not be satisfied and
required regulatory approvals may be delayed or not be obtained; (ii) the Merger may involve unexpected costs, liabilities or delays;
(iii) the business of the Company may suffer as a result of uncertainty surrounding the Merger; (iv) the outcome of any legal proceedings
related to the Merger; (v) the Company may be adversely affected by other economic, business, and/or competitive factors; (vi)
the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; and
(vii) other risks to the consummation of the Merger, including the risk that the Merger will not be consummated within the expected
time period or at all. If the Merger is consummated, the Company stockholders will cease to have any equity interest in the Company
and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results
of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December
31, 2019, which is available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date thereof.
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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RA PHARMACEUTICALS, INC.
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Date: March 31, 2020
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By:
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/s/ David C. Lubner
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Name:
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David C. Lubner
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Title:
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Executive Vice President and Chief Financial Officer
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