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EX-2.1 - EXHIBIT 2.1 - Tobira Therapeutics, Inc.d857802dex21.htm

 

 

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 23, 2015

 

 

REGADO BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-35953   03-0422069

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

106 Allen Road, 4th Floor, Basking Ridge, New Jersey   07920
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (908) 580-2100

 

          

 

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x 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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On Thursday, January 23, 2015, Regado Biosciences, Inc., a Delaware corporation (the “Company”), Landmark Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Tobira Therapeutics, Inc., a Delaware corporation (“Tobira”) and Brent Ahrens as the Company Stockholders’ Agent (the “Stockholders’ Agent”) entered into an amendment (the “Amendment”) to the Agreement and Plan of Merger and Reorganization dated as of January 14, 2015 between the Company, Merger Sub, Tobira and the Stockholders’ Agent (the “Merger Agreement”). Pursuant to the Merger Agreement, as amended by the Amendment, Merger Sub will be merged with and into Tobira (the “Merger”), with Tobira surviving the Merger as a wholly-owned subsidiary of the Company.

Pursuant to the Amendment, the parties agreed to remove the requirement that a Company registration statement be declared effective by the SEC as a condition to the closing of the Merger. The parties further agreed that (i) a meeting of the Company’s stockholders, to approve the issuance of shares of the Company’s common stock in connection with the transactions contemplated by the Merger Agreement and the amendment and restatement of the Company’s certificate of incorporation, shall be held as soon as practicable following the date on which the proxy statement for the Merger is cleared by the SEC, rather than the date on which the registration statement for the Merger is declared effective under the Securities Act; (ii) resignation letters signed by the current directors of the Company shall be delivered to legal counsel of the Company and Tobira, prior to Tobira sending the information statement to Tobira stockholders, to be held in escrow pending identification of the post-closing directors of the Company; and (iii) the deadline for the filing of the Company proxy statement with the SEC shall be extended until March 6, 2015.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached to this report as Exhibit 2.1 and incorporated herein by reference.

Additional Information and Where to Find It

In connection with the Merger, the Company plans to file with the SEC a proxy statement of the Company, as well as other relevant documents concerning the proposed transaction. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the proxy statement and other filings containing information about the Company and Tobira may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from the Company at www.regadobiosciences.com under the heading “Investors / SEC Filings.”

The Company and Tobira and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s and Tobira’s stockholders in connection with the Merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Merger may be obtained by reading the proxy statement regarding the Merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph. This Form 8-K 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 offer 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

  

Description

2.1    Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated as of January 23, 2015, by and among Regado Biosciences, Inc., Landmark Merger Sub, Inc., Tobira Therapeutics, Inc. and Brent Ahrens as the Company Stockholders’ Agent.


SIGNATURE

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.

 

REGADO BIOSCIENCES, INC.
By:   /s/ Michael A. Metzger
Name:   Michael A. Metzger
Title:   Chief Executive Officer, President and Chief Operating Officer

Date: January 23, 2015


INDEX OF EXHIBITS

 

Exhibit No.

  

Description

2.1    Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated as of January 23, 2015, by and among Regado Biosciences, Inc., Landmark Merger Sub, Inc., Tobira Therapeutics, Inc. and Brent Ahrens as the Company Stockholders’ Agent.