Current Report Filing (8-k)
July 20 2017 - 6:07AM
Edgar (US Regulatory)
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):
June 20, 2017
THRESHOLD PHARMACEUTICALS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-32979
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94-3409596
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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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3705 Haven Ave., Suite 120
Menlo Park, California 94025
(Address of principal executive offices)(Zip
Code)
(650) 474-8200
(Registrant’s telephone number,
including area code)
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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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
As previously disclosed,
on June 20, 2017, Victor Pariso (“
Plaintiff
”), a purported stockholder of Threshold Pharmaceuticals,
Inc. (“
Threshold
”), filed a putative class action complaint against Threshold and members of its Board
of Directors (the “
Board
”) in the United States District Court for the Northern District of California
(the “
Court
”). This case is captioned
Pariso v. Threshold Pharmaceuticals, Inc., et al.
, Case
No. 3:17-cv-03557-WHA (the “
Action
”). The complaint alleges that (1) Threshold and the members of the
Board violated Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9
promulgated thereunder, by filing a Registration Statement on Form S-4 (File No. 333-217993), including a prospectus/proxy statement/information
statement therein (the “
Form S-4
”), which allegedly fails to disclose and/or misrepresents material information
about Threshold’s proposed merger with Molecular Templates, Inc., and (2) the members of the Board, as control persons of
Threshold, violated Section 20(a) of the Exchange Act in connection with the filing of the allegedly materially deficient prospectus/proxy
statement/information statement. On June 27, 2017, Threshold filed an amendment to the Form S-4 with the SEC containing certain
supplemental disclosures (the “
Supplemental Disclosures
”). After the SEC declared the Form S-4 effective
on June 30, 2017, Threshold filed with the SEC a final prospectus/proxy statement/information statement also containing the Supplemental
Disclosures pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended.
On July 7, 2017, Plaintiff
filed a stipulation to voluntarily dismiss the Action with prejudice as to himself because he believes the Supplemental Disclosures
mooted the claims set forth in the complaint. In voluntarily dismissing the Action, Plaintiff asked the Court to retain jurisdiction
for the sole purpose of determining any potential application for an award of attorneys’ fees and expenses.
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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THRESHOLD PHARMACEUTICALS, INC.
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By:
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/s/
Joel A. Fernandes
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Joel A. Fernandes
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Senior Vice President, Finance and Controller
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Date: July 20, 2017
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