Current Report Filing (8-k)
October 24 2016 - 4:38PM
Edgar (US Regulatory)
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):
October 24, 2016
BIODEL INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33451
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90-0136863
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(State or other jurisdiction of incorporation
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(Commission File Number)
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(IRS Employer Identification No.)
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100 Saw Mill Road
Danbury, Connecticut
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06810
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(Address of principal executive offices)
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(Zip Code)
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(203) 796-5000
(Registrants telephone number,
including 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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01.
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Regulation FD Disclosure.
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As previously announced, Biodel Inc. (Biodel or
the Company) has entered into an amended and restated share exchange agreement (the Exchange Agreement) with Albireo Limited, a company registered in England and Wales (Albireo), and the holders of Albireo shares
or notes convertible into Albireo shares, pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Exchange Agreement, the Company will acquire the entire issued share capital of Albireo in exchange for newly
issued shares of the Companys common stock.
On October 24, 2016, Biodel issued a press release announcing that its 2016 Annual
Meeting of Stockholders (the Annual Meeting), scheduled for October 24, 2016, was convened and adjourned, without any business being conducted, due to lack of the requisite quorum. The Annual Meeting has been adjourned to 8:30 a.m.
local time on Thursday, October 27, 2016, at Biodels corporate headquarters located at 100 Saw Mill Road, Danbury, Connecticut 06810, to allow additional time for stockholders to vote on the proposals set forth in Biodels definitive
proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on September 19, 2016, including approval of the matters necessary to complete Biodels proposed combination with Albireo pursuant to the Exchange
Agreement.
The information in this Item 7.01 and Exhibit 99.1 referenced herein shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a filing. By furnishing the information in this Item 7.01 of this Current Report on Form 8-K, the Company makes no admission as to the materiality of any information
in this report. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made
through the filing or furnishing of other reports or documents with the SEC, through press releases or through other public disclosure.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release of the Company dated October 24, 2016.
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Additional Information and Where You Can Find It
Biodel filed a definitive proxy statement with the SEC on September 19, 2016 in connection with the solicitation of proxies for its 2016
Annual Meeting of Stockholders and has mailed the definitive proxy statement and other relevant materials to Biodels stockholders. At the 2016 Annual Meeting of Stockholders, Biodels stockholders will be asked to approve, among other
things, a proposal for the issuance of Biodels common stock in the previously announced proposed transaction with Albireo. BIODELS STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION OF
PROXIES FOR BIODELS 2016 ANNUAL MEETING OF STOCKHOLDERS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT BIODEL, ALBIREO AND THE
PROPOSED TRANSACTION. These documents and other documents filed by Biodel can be obtained free of charge from the SECs website at www.sec.gov. These documents also can be obtained free of charge by accessing Biodels website at
www.biodel.com or by contacting Biodels Corporate Secretary at 203-796-5000 or by mail at Investor Relations, Biodel Inc., 100 Saw Mill Road, Danbury, Connecticut 06810.
Participants in Solicitation
Biodel,
Albireo, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from Biodels stockholders in connection with Biodels 2016 Annual Meeting of Stockholders under
the rules of the SEC. Information about these participants, and a description of their direct and indirect interests, by security holdings or otherwise, may be found in the definitive proxy statement that Biodel filed with the SEC on
September 19, 2016 relating to its 2016 Annual Meeting of Stockholders. The definitive proxy statement was mailed to all stockholders of record as of the record date set for the 2016 Annual Meeting of Stockholders and can also be obtained free
of charge from the sources indicated above. Other information regarding participants in the proxy solicitation may be contained in other relevant materials filed by Biodel with the SEC.
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 thereunto duly authorized.
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BIODEL INC.
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Date: October 24, 2016
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By:
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/s/ Paul S. Bavier
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Name:
Title:
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Paul S. Bavier
Interim President, Chief
Administrative Officer, Vice President Corporate Development, General Counsel and Secretary
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release of the Company dated October 24, 2016.
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