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 15, 2015
PLASMATECH BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
0-9314
|
83-0221517
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
| |
|
|
4848 Lemmon Avenue, Suite 517, Dallas, TX 75219
(Address of principal executive offices) (Zip Code)
(214) 905-5100
(Registrant’s telephone number, including area code)
N/A
(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:
|
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 2.01. Completion of Acquisition or Disposition of Assets
On May 15, 2015, PlasmaTech Biopharmaceuticals, Inc., a Delaware corporation (“PlasmaTech”), completed its acquisition of Abeona Therapeutics LLC, an Ohio limited liability company (“Abeona”) pursuant to the terms of an Agreement and Plan of Merger, dated as of May 5, 2015, the execution of which was previously disclosed in a Current Report on Form 8-K filed by PlasmaTech on May 6, 2015 (the “Acquisition”).
In connection with the Acquisition, PlasmaTech will issue an aggregate of 3,979,761 shares of PlasmaTech’s common stock to the members of Abeona. In addition, there may be up to an additional $9 million in performance milestones payable to members of Abeona, in common stock or cash, at PlasmaTech’s option.
PlasmaTech will file with the Securities and Exchange Commission (the “SEC”) the financial statements and pro forma financial information required to be filed pursuant to Rule 3-05 of Regulation S-X and Article 11 of Regulation S-X within 71 days after the date on which this Current Report on Form 8-K was required to be filed with the SEC.
Item 3.02. Unregistered Sales of Equity Securities.
As described in Item 2.01 of this Current Report on Form 8-K, as part of the upfront payment for the Acquisition, PlasmaTech will issue an aggregate of 3,979,761 shares of PlasmaTech’s common stock to the members of Abeona in exchange for the membership interests held by such members. The offer, sale, and issuance of the shares of PlasmaTech are exempt from registration pursuant to Rule 506(b) of Regulation D. The recipients of securities in the Acquisition are acquiring the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends are to be affixed to the securities to be issued in conjunction with the Acquisition.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 15, 2015, Tim Miller, Ph.D., 43, has been named by the Board of Directors as the Company's President and Chief Executive Officer and Director.
Tim Miller, Ph.D. was President & CEO of Abeona since 2013. He has 16 years of scientific research, product development and clinical operations expertise, with a focus on transitioning novel biotherapeutics through pre-clinical phases and into Phase 1 and 2 human clinical trials. Dr. Miller was President & CEO of Red5 from 2013 until 2015 and Vice President, Business Development of BioEnterprise Inc in 2015. He was Senior Director of Product Development at SironRX Therapeutics from 2010 to 2013. Between 1996 and 2010 Dr. Miller held various positions at several companies focusing on gene therapy and regenerative medicine. Dr. Miller earned his PhD in Pharmacology with a focus on Gene therapy/Cystic Fibrosis from Case Western University. He also holds a B.S. in Biology and M.S. in Molecular Biology from John Carroll University (Cleveland, OH).
Item 8.01. Other Events
On May 18, 2015, PlasmaTech Biopharmaceuticals, Inc., issued a press release announcing the closing of the Abeona Therapeutics acquisition.
The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
a) Financial Statements of Businesses Acquired. No financial statements are being filed with this report. Financial statements required to be filed as exhibits to this report will be filed by amendment within 71 days after the date on which this Current Report on Form 8-K was required to be filed with the SEC.
(b) Pro forma financial information. No pro forma financial information is being filed with this report. The pro forma financial information required to be filed as an exhibit to this report will be filed by amendment within 71 days after the date on which this Current Report on Form 8-K was required to be filed with the SEC.
(d) Exhibits.
| |
| |
|
|
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Press release dated May 18, 2015, entitled “PlasmaTech Biopharmaceuticals Closes Abeona Therapeutics Acquisition”
|
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.
PlasmaTech Biopharmaceuticals, Inc.
(Registrant)
By: /s/ Stephen B. Thompson
------------------------------
Stephen B. Thompson
Vice President Finance
Chief Accounting Officer
Date: May 18, 2015
EXHIBIT INDEX
Exhibit Number
| |
| |
|
|
|
99.1
|
|
Press release dated May 18, 2015, entitled “PlasmaTech Biopharmaceuticals Closes Abeona Therapeutics Acquisition”
|
EXHIBIT 99.1
PLASMATECH BIOPHARMACEUTICALS CLOSES ABEONA THERAPEUTICS ACQUISITION
Two Phase 1/2 Clinical Trials for ABX-101 (MPS IIIB) and ABX-102 (MPS IIIA) For Sanfilippo Syndrome to Commence This Year
New York, NY, May 18, 2015 – PlasmaTech Biopharmaceuticals, Inc. (NASDAQ: PTBI), a biopharmaceutical company focused on gene therapy and cell therapy products for severe and life-threatening rare diseases announced today that it had closed its previously announced acquisition of Abeona Therapeutics, a company engaged in the development and commercialization of therapies for patients with lysosomal storage diseases. The Company will issue to Abeona Therapeutic members a total of 3,979,761 common shares, and up to an additional $9 million in performance milestones, in common stock or cash, at the Company’s option. Additionally, Tim Miller, Ph.D. is appointed President & CEO of PlasmaTech Biopharmaceuticals and joins the Company’s Board of Directors.
“We are excited about closing this transaction, and plan to further build our gene and cell therapy pipeline with additional rare disease programs that will be synergistic with our current programs,” stated Steven H. Rouhandeh, PlasmaTech’s Executive Chairman. “With the closing of this acquisition and recent financings, the Company has added over $20 million to the balance sheet since the end of the first quarter. We welcome Tim Miller, his team and his scientific partners, and look forward to building the portfolio and Company together.”
“This is a very important step in the development of a comprehensive product pipeline in the rare disease space,” said Tim Miller, Ph.D., PlasmaTech’s President & CEO. “I want to thank again all of Abeona’s stakeholders, especially the supporting foundations, patient advocates, and the expanded scientific teams, for the past support and their continued voice in accelerating the Sanfilippo programs.” Abeona stakeholders and supporting foundations include U.S.-based Cure Sanfilippo Foundation, Sanfilippo Research Foundation, Team Sanfilippo, the Abby Grace Foundation, the National MPS Society, The Children’s Medical Research Foundation, Inc., and the Ryan Foundation. Strong overseas support comes from the international Sanfilippo community, with investments from Spain-based Stop Sanfilippo and Sanfilippo B Foundation, Geneva, Switzerland-based Fondation Sanfilippo, Australian-based Sanfilippo Children’s Foundation and Mexico-based Red Sanfilippo Foundation. Support for our programs has also been provided by the Canadian led Sanfilippo Children’s Research Foundation (SCRF).
About PlasmaTech Biopharmaceuticals: PlasmaTech Biopharmaceuticals is focused on advancing gene therapy and cell therapy for rare diseases. PlasmaTech’s lead program is a gene therapy for Sanfilippo syndrome (MPS IIIA and IIIB) in collaboration with patient advocate groups, researchers and clinicians. Clinical trials for Sanfilippo types A and B are anticipated to begin in 2015. In addition,
the Company is pursuing two additional proprietary platforms, Salt Diafiltration (SDF™) Process and Polymer Hydrogel Technology (PHT™), and is active in the development and commercialization of human plasma-derived therapeutics, including its proprietary alpha-1 protease inhibitor, SDF Alpha™. The company has developed a robust product pipeline that includes two commercial stage products, MuGard® and ProctiGard™, with additional follow-on products in development. For more information, visit www.plasmatechbio.com.
Company and Media Contact:
Andre’a Lucca
Director of Communications
PlasmaTech Biopharmaceuticals, Inc.
212-786-6208
alucca@plasmatechbio.com
This press release contains certain statements that are forward-looking within the meaning of Section 27a of the Securities Act of 1933, as amended, and that involve risks and uncertainties. These statements include, without limitation, those relating to: the Company’s proposed acquisition of Abeona, anticipated acceleration in the development and internationalization of clinical programs, information regarding the future performance of the combined company, the outlook on medical needs, future pipeline expectations, management plans for the Company, the anticipated closing of the transaction, and general business outlook. These statements are subject to numerous risks and uncertainties, including but not limited the satisfaction of closing conditions for the transaction, the parties’ ability to successfully integrate and operate the new company, and achieve expected synergies and other benefits; the impact of competition; the ability to develop products and technologies; the ability to achieve or obtain necessary regulatory approvals; the impact of changes in the financial markets and global economic conditions; and other risks as may be detailed from time to time in the Company’s Annual Reports on Form 10-K and other reports filed by the Company with the Securities and Exchange Commission. The Company undertakes no obligations to make any revisions to the forward-looking statements contained in this release or to update them to reflect events or circumstances occurring after the date of this release, whether as a result of new information, future developments or otherwise.
Abeona Therapeutics (NASDAQ:ABEOW)
Historical Stock Chart
From Mar 2024 to Apr 2024
Abeona Therapeutics (NASDAQ:ABEOW)
Historical Stock Chart
From Apr 2023 to Apr 2024
