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EX-99.1 - EX-99.1 - CLINICAL DATA INC | b84305exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2011
CLINICAL DATA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-12716 | 04-2573920 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer | ||
Identification No.) |
One Gateway Center, Suite 702, Newton, Massachusetts | 02458 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (617) 527-9933
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
Clinical Data, Inc. (the Company) is furnishing presentation materials, included as
Exhibit 99.1 to this current report and incorporated herein by reference, which the Company
presented at the 29th Annual J.P. Morgan Healthcare Conference in San
Francisco, California on January 12, 2011. The Company expressly disclaims any obligation to
update this presentation and cautions that it is only accurate on the date it was presented. The
inclusion of any data or statements in this presentation does not signify that the information is
considered material.
Caution Regarding Forward-Looking Statements.
This filing and the documents that are incorporated by reference herein contain
forward-looking statements made in reliance upon the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements are based on the Companys estimates
and assumptions and are subject to a number of risks and uncertainties. Forward-looking statements
include, but are not limited to, our ability to obtain regulatory approval for, and successfully
introduce, vilazodone, Stedivaze, and our other drug candidates; our ability to expand our
long-term business opportunities; and all other statements regarding future performance.
Forward-looking statements also include those preceded or followed by the words expects,
anticipates, believes, will, may, or similar expressions. For each of these
forward-looking statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not guarantees of performance. The future results of the
Company could be affected by subsequent events and could differ materially from those expressed in
the forward-looking statements. If future events and actual performance differ from the Companys
assumptions, the Companys actual results could vary significantly from the performance projected
in the forward-looking statements. Except for ongoing obligations to disclose material information
under the federal securities laws, the Company undertakes no obligation to disclose any revisions
to any forward-looking statements or to report events or circumstances after the date of this
filing.
You should understand that the following factors could affect the future results of the
Company, and could cause those results to differ materially from those expressed in the
forward-looking statements:
| whether vilazodone, Stedivaze or any of our other therapeutic products will advance further in the clinical trials process and whether and when, if at all, vilazodone, Stedivaze, or any of our other therapeutic products will receive approval from the U.S. Food and Drug Administration and equivalent foreign regulatory agencies and for which indications; | ||
| whether vilazodone, Stedivaze or any of our other therapeutic products will be successfully marketed if approved; | ||
| the strength of our intellectual property rights; | ||
| competition from pharmaceutical and biotechnology companies; |
| general economic conditions; and | ||
| other risks contained in the Companys various reports and filings with the U.S. Securities and Exchange Commission, including but not limited to the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2010, the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010, and the Companys Current Reports on Form 8-K filed from time to time with the U.S. Securities and Exchange Commission. |
The Company wishes to caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made, and wishes to advise readers that the factors
listed above could affect our financial performance and could cause actual results for future
periods to differ materially from any opinions or statements expressed with respect to future
periods in any current statements. The Company does not undertake and specifically declines any
obligation to publicly release the result of any revisions that may be made to any forward-looking
statements to reflect events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1. | Conference Presentation dated January 12, 2011. |
We are furnishing the exhibit to this Form 8-K in accordance with Item 7.01, Regulation FD
Disclosure. The exhibit shall not be deemed to be filed for the purposes of Section 18 of the
Securities and Exchange Act of 1934 (the Exchange Act), or otherwise subject to the
liability of such section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, regardless of the general
incorporation language of such filing, except as shall be expressly set forth by specific reference
in such filing.
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.
Clinical Data, Inc. |
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By: | /s/ Caesar J. Belbel | |||
Caesar J. Belbel | ||||
Executive Vice President, Chief Legal Officer and Secretary |
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DATE: January 12, 2011
EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Conference Presentation dated January 12, 2011. |