Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 14 2017 - 4:25PM
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):
March 14, 2017
PHARMATHENE, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-32587
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20-2726770
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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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One Park Place, Suite 450
Annapolis, Maryland
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21401
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number including
area code: (410) 269-2600
(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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x
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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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Item
2.02.
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Results
of Operations and Financial Condition.
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On March 14, 2017,
PharmAthene, Inc. (the "Company") issued a press release (the “Press Release”) announcing its financial
and operational results for the fiscal year ended December 31, 2016. A copy of the Press Release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
In accordance
with General Instruction B.2. of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such filing.
The portions of the
Press Release that relate solely to the proposed merger transaction involving the Company and Altimmune, Inc. are being filed
herewith as Exhibit 99.1 to this Current Report on Form 8-K in compliance with Rule 425 of the Securities Act of 1933, as amended.
The Company's Board
of Directors confirmed that the stockholder rights plan previously adopted by the Company on November 25, 2015 (the "Rights
Plan") is now terminated and that all purchases of the Company's common stock on or after January 1, 2017 are to be treated
as "Exempted Transactions" under the Rights Plan. Stockholders are not required to take any action as a result
of this termination. In connection with the termination of the Rights Plan, the Company will be taking routine actions to
deregister the related preferred share purchase rights under the Exchange Act. These actions are administrative
in nature and will have no effect on the Company's common stock, which continues to be listed on NYSE MKT.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
No.
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Description
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99.1
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Press Release, dated March 14, 2017, issued by PharmAthene, Inc.
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Important Additional Information about the Proposed Merger
Transaction
In connection with a proposed merger
transaction involving Altimmune, Inc. and PharmAthene, Inc., PharmAthene has filed a registration statement on Form S-4 (File
No. 333-215891) (the "Registration Statement") with the U.S. Securities and Exchange Commission (the
“SEC”), which contains a preliminary proxy statement/prospectus/consent solicitation and other relevant
materials, and plans to file with the SEC other documents regarding the proposed transaction. The information in
the preliminary proxy statement/prospectus/consent solicitation is not complete and may be changed. The final proxy
statement/prospectus/consent solicitation will be sent to the stockholders of PharmAthene and Altimmune in connection with
the special meeting of stockholders to be held to vote on matters relating to the proposed transaction. The final proxy
statement/prospectus/consent solicitation will contain information about PharmAthene, Altimmune, the proposed merger
transaction, and related matters. STOCKHOLDERS ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY, AS THEY
CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER TRANSACTION AND
RELATED MATTERS. In addition to receiving the proxy statement/prospectus/consent solicitation and proxy card by mail,
stockholders will also be able to obtain the proxy statement/prospectus/consent solicitation, as well as other filings
containing information about PharmAthene, without charge, from the SEC’s website (http://www.sec.gov) or, without
charge, by directing a written request to: PharmAthene, Inc., One Park Place, Suite 450, Annapolis, Maryland 21401,
Attention: Investor Relations.
No Offer or Solicitation
This communication is not intended to and does not constitute
an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote or approval in any jurisdiction in connection with the merger transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. 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.
Participants in Solicitation
PharmAthene and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from PharmAthene’s stockholders with respect to the matters relating
to the proposed merger transaction. Altimmune and its officers and directors may also be deemed participants in such solicitation.
Information regarding PharmAthene’s executive officers and directors will be available in PharmAthene’s Annual Report
on Form 10-K, which is expected be filed with the SEC on March 14, 2017. Information regarding any interest that PharmAthene, Altimmune
or any of the executive officers or directors of PharmAthene or Altimmune may have in the transaction with Altimmune is set forth
in the proxy statement/prospectus/consent solicitation.
Forward-Looking Statements
Except for the historical information presented herein, matters
discussed may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results,
performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements
preceded by, followed by, or that include the words “will”; “potential”; “believe”; “anticipate”;
“intend”; “plan”; “expect”; “estimate”; “could”; “may”;
“should”; or similar statements are forward-looking statements. Risks and uncertainties include risks associated with
our ability to consummate the mergers with Altimmune, our ability to advance our next generation anthrax vaccine programs; and
other risks detailed from time to time in PharmAthene’s Forms 10-K and 10-Q under the caption “Risk Factors”,
its Registration Statement on Form S-4 filed with the SEC on February 3, 2017 and in its other reports and registration statements
filed with the U.S. Securities and Exchange Commission. PharmAthene disclaims any intent or obligation to update these forward-looking
statements other than as required by law. Copies of PharmAthene’s public disclosure filings are available from its investor
relations department and its website under the investor relations tab at http://www.pharmathene.com.
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.
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PHARMATHENE, INC.
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By:
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/s/ Philip MacNeill
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Name:
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Philip MacNeill
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Title:
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Vice President, Chief Financial Officer,
Treasurer and Secretary
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Dated:
March 14, 2017
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