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): July 31, 2017
THRESHOLD PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-32979
|
|
94-3409596
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
3705 Haven Ave., Suite 120
Menlo Park, California 94025
(Address of principal executive offices)(Zip Code)
(650) 474-8200
(Registrants 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:
☒
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
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))
|
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. ☐
Item 3.03 Material Modification to Rights of Security Holders.
As disclosed below under Item 5.07, in connection with the expected closing of the transactions contemplated by the Agreement and Plan of Merger and
Reorganization, dated as of March 16, 2017 (the
Merger Agreement
), by and among Threshold Pharmaceuticals, Inc. (the
Company
), Trojan Merger Sub, Inc. and Molecular Templates, Inc.
(
Molecular
), at the annual meeting of the stockholders of the Company held on July 31, 2017 (the
Annual Meeting
), the Companys stockholders approved a series of alternate amendments to
the Companys amended and restated certificate of incorporation to effect a reverse stock split of the Companys issued and outstanding shares of common stock, par value $0.001 per share (the
Common Stock
), within
a range of every 5 to 15 pre-split shares of Common Stock being combined and reclassified into one share of Common Stock (the
Reverse Stock Split
). On July 31, 2017, the Companys board of directors approved the
amendment to the amended and restated certificate of incorporation of the Company to effect the Reverse Stock Split of Common Stock at a ratio of 11 pre-split shares being combined and reclassified into one share of Common Stock (the
Split Amendment
). The Split Amendment has been filed with the Secretary of State of the State of Delaware and will become effective at 5:00 pm EST on August 1, 2017. No fractional shares will be issued in connection
with the Reverse Stock Split. Holders of fractional shares created by the Reverse Stock Split are entitled to receive a cash payment equal to the value of such fractional shares. The Reverse Stock Split affects all of the Companys outstanding
common stock, warrants, stock options and other equity awards. The Reverse Stock Split reduced the number of shares of the Companys common stock outstanding from 71,591,918 shares to approximately 6,508,326 shares. The total number of shares
of common stock authorized under the Companys amended and restated certificate of incorporation, however, shall remain at 150,000,000 shares. The Common Stock will commence trading on a post-Reverse Stock Split basis under a new CUSIP number
608550 109 on Wednesday, August 2, 2017.
The foregoing description of the Split Amendment is not complete and is subject to and qualified in its
entirety by reference to the Split Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07
Submission of Matters to a Vote of Security Holders.
Note: The stock information set forth in this Item 5.07 is presented on a pre-Reverse
Stock Split basis.
At the Annual Meeting, the stockholders of the Company voted as set forth below on the following proposals, each of which is
described in detail in the Companys proxy statement/prospectus/information statement, dated June 30, 2017. The stockholders of the Company had also been solicited to vote to approve an adjournment of the Annual Meeting, if necessary, to
solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve proposals 1, 4 and 5 referenced below, but such adjournment was unnecessary.
At the Annual Meeting, 55,711,613 shares of common stock, or approximately 77.81% of the outstanding common stock entitled to vote, were represented by proxy
or in person.
The final voting results for each matter submitted to a vote of the Companys stockholders are as follows:
Proposal 1. Approval of the Issuance of Company Common Stock in the Merger
The approval of the issuance of shares of Company common stock to Moleculars stockholders pursuant to the terms of the Merger Agreement.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
37,012,375
|
|
929,075
|
|
170,085
|
|
17,600,078
|
Proposal 2. Approval of the Issuance of Company Common Stock in the Concurrent Financing
The approval of the issuance of shares of Company common stock in the concurrent financing.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
36,856,231
|
|
1,060,875
|
|
194,429
|
|
17,600,078
|
Proposal 3. Approval of Amendment to the Companys 2014 Equity Incentive Plan
The approval of an amendment to the Threshold 2014 Equity Incentive Plan, or the 2014 Plan, to, among other things, (i) increase the total number of
shares of Threshold common stock currently available for issuance under the 2014 Plan by 15,000,000 shares, and (ii) revise the Internal Revenue Code Section 162(m) share limits under the 2014 plan, which amendment does not reflect the
Reverse Stock Split.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
36,186,273
|
|
1,613,786
|
|
311,476
|
|
17,600,078
|
Proposal 4. Approval of Corporate Name Change
The approval of an amendment to the amended and restated certificate of incorporation of the Company changing the name of the corporation from Threshold
Pharmaceuticals, Inc. to Molecular Templates, Inc.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
36,813,009
|
|
1,032,978
|
|
265,548
|
|
17,600,078
|
Proposal 5. Approval of Reverse Stock Split
The approval of a series of alternate amendments to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of the
Companys issued and outstanding common stock within a range, as determined by the Companys board of directors, of every 5 to 15 shares (or any number in between) of outstanding Company common stock being combined and reclassified into
one share of Company common stock.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
36,737,414
|
|
1,139,632
|
|
234,489
|
|
17,600,078
|
Proposal 6. Election of Directors
The election of the two nominees for Class I directors named in the proxy statement/prospectus/information statement to the Companys board of directors
for a term of three years (provided, however, that if the merger is completed, the Companys board of directors will be reconstituted as provided in the Merger Agreement).
|
|
|
|
|
|
|
Nominee
|
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
Jeffrey W. Bird, M.D., Ph.D.
|
|
37,015,930
|
|
1,095,605
|
|
17,600,078
|
Harold E. Selick, Ph.D.
|
|
37,046,092
|
|
1,065,443
|
|
17,600,078
|
Proposal 7. Advisory Vote on Executive Compensation
The approval, on a non-binding, advisory basis, of the compensation of the Companys named executive officers as disclosed in the proxy
statement/prospectus/information statement.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
36,139,292
|
|
1,699,448
|
|
272,795
|
|
17,600,078
|
Proposal 8. Advisory Vote on Merger-Related Compensation
The approval, on a non-binding, advisory basis, of the compensation that will be paid or may become payable to the Companys named executive officers in
connection with the merger.
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
34,559,104
|
|
1,814,484
|
|
1,737,947
|
|
17,600,078
|
Proposal 9. Ratification of Appointment of the Independent Registered Public Accounting Firm
The ratification of the selection of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending
December 31, 2017.
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
54,253,029
|
|
1,137,061
|
|
321,523
|
Item 8.01. Other Events.
On July 31, 2017, the Company announced the Reverse Stock Split and the voting results relating to the Annual Meeting. In addition, the Company announced
that the merger with Molecular, the concurrent financing and the Takeda equity financing, each as described in the proxy statement/prospectus/information statement, are expected to close on August 1, 2017. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Reference is made to the Exhibit Index included with this Current Report on Form 8-K and is incorporated by reference herein.
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.
|
|
|
THRESHOLD PHARMACEUTICALS, INC.
|
|
|
By:
|
|
/s/ J
OEL
A. F
ERNANDES
|
|
|
Joel A. Fernandes
Senior Vice President,
Finance and Controller
|
Date: August 1, 2017
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
3.1
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated August 1, 2017.
|
|
|
99.1
|
|
Press release issued by Threshold Pharmaceuticals, Inc. on August 1, 2017.
|
Molecular Templates (NASDAQ:MTEM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Molecular Templates (NASDAQ:MTEM)
Historical Stock Chart
From Apr 2023 to Apr 2024