Current Report Filing (8-k)
September 01 2017 - 4:05PM
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): September 1, 2017
Dynavax Technologies Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-34207
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33-0728374
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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2929 Seventh Street, Suite 100
Berkeley, CA 94710-2753
(Address of principal executive offices, including zip code)
(510) 848-5100
(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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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 8.01. Other Events.
On August 21, 2017, the Superior Court of the State of California, County of Alameda (the Superior Court of California), entered an order
preliminarily approving a proposed settlement of (i) the state derivative lawsuit entitled
Truglio v. Oronsky et al.
, Case No. RG13686266, pending in the Superior Court of California (the State Derivative Action),
(ii) the federal derivative lawsuit entitled
Drabek v. Dina et al.
, Case No. 13CV3705, pending in the United States District Court, Northern District of California (the Federal Derivative Action), and (iii) a
stockholder demand pursuant to Delaware law made by Raymond Hersh, a current owner of Dynavax common stock (the Stockholder Demand). The State Derivative Action, Federal Derivative Action and Stockholder Demand are referred to
collectively as the Derivative Actions. The proposed settlement is subject to final approval by the Superior Court of California.
As required
by the preliminary approval order, the Notice of Proposed Settlement and Settlement Hearing (the Notice) is attached to this Current Report on Form 8-K as Exhibit 99.1.
The Notice and Stipulation of Settlement are also available on Dynavax Technologies Corporations (the Company or Dynavax)
website at http://investors.dynavax.com/index.cfm. Other information contained in or accessible through the Companys website does not constitute part of, and is not incorporated into, this Current Report on Form 8-K.
The proposed settlement does not involve the stockholder class actions consolidated under the caption
In re Dynavax Securities Litigation
, Case
No. 4:16-cv-06690-YGR, which is currently pending in the United States District Court, Northern District of California.
Use of Forward-Looking
Statements
Except for the historical information contained herein, this Form 8-K contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this Form 8-K regarding: (i) the proposed settlement, (ii) the impact of such proposed settlement, including
related activities, approvals and payments, and (iii) other statements that are not historical facts, constitute forward-looking statements. These statements involve risks and uncertainties that can cause actual results to differ materially
from those in such forward-looking statements. These risks and uncertainties, include, without limitation, risks and uncertainties related to: (i) the proposed settlement not receiving the requisite final approval; (ii) the proposed
settlement not having the expected impact, including resolving the Derivative Actions; and (iii) the proposed settlement requiring more activity or expense than expected. Additional information on the above risks and uncertainties and
additional risks, uncertainties and factors that could cause actual results to differ materially from those in the forward-looking statements are contained in the Companys periodic reports filed with the Securities and Exchange Commission
under the heading Risk Factors, including Dynavaxs quarterly report on Form 10-Q for the quarter ended June 30, 2017. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are
made, and the facts and assumptions underlying the forward-looking statements may change. Except as required by law, Dynavax disclaims any obligation to update these forward-looking statements to reflect future information, events or circumstances.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit is filed herewith:
99.1
Notice of Proposed Settlement and Settlement Hearing
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.
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Date: September 1, 2017
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DYNAVAX TECHNOLOGIES CORPORATION
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By:
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/s/ STEVEN N. GERSTEN
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Steven N. Gersten
Vice President, General Counsel and Chief Ethics and Compliance Officer
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