Amended Current Report Filing (8-k/a)
October 17 2017 - 4:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2017
Molecular Templates, Inc.
(Exact name of registrant as specified in its charter)
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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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Molecular Templates, Inc.
9302 Amberglen Blvd, Suite 100
Austin, Texas 78726
(Address of principal executive offices)
Registrants telephone number, including area code: (512) 869-1555
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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. ☐
Explanatory Note
On August 1, 2017, Threshold Pharmaceuticals, Inc. a Delaware corporation now known as Molecular Templates, Inc. (the
Company), completed its business combination with Molecular Templates OpCo, Inc. (formerly known as Molecular Templates, Inc.), a privately held Delaware corporation (Molecular Templates OpCo), in accordance with the terms of
an Agreement and Plan of Merger and Reorganization, dated as of March 16, 2017 (the Merger Agreement). Pursuant to the Merger Agreement, the Company formed a wholly owned subsidiary that merged with and into Molecular Templates
OpCo, with Molecular Templates OpCo surviving the merger and becoming the Companys wholly owned subsidiary (the Merger). Upon the consummation of the Merger, the Company changed its name from Threshold Pharmaceuticals,
Inc. to Molecular Templates, Inc.
On August 1, 2017, the Company, entered into a Securities Purchase Agreement
with Longitude Venture Partners III, L.P. (Longitude) and certain other accredited investors following the completion of the Merger, pursuant to which the Company sold an aggregate of 5,793,063 units (the Units) having an
aggregate purchase price of $40.0 million, each such Unit consisting of (i) one (1) share (the Shares) of the common stock, $0.001 par value per share, of the Company (Common Stock) and (ii) a warrant (the
Warrants) to purchase 0.50 shares of Common Stock (the Concurrent Financing). In connection with the execution of a collaboration and license agreement between Molecular Templates OpCo and Millennium Pharmaceuticals, Inc., a
wholly owned subsidiary of Takeda Pharmaceutical Company Ltd. (Takeda), on June 23, 2017, Takeda entered into a stock purchase agreement (the Takeda Securities Purchase Agreement) with the Company and Molecular
Templates OpCo, pursuant to which Takeda agreed to purchase shares of Common Stock to occur following the consummation of the Merger and the Concurrent Financing. Pursuant to the Takeda Securities Purchase Agreement, on August 1, 2017,
following the consummation of the Merger and the Concurrent Financing, the Company sold 2,922,993 shares of Common Stock to Takeda at a price per share of $6.8423 (the Takeda Equity Financing)
On August 7, 2017, the Company filed a Current Report on Form 8-K (the Original Form 8-K) reporting,
among other items, the consummation of the Merger, the Concurrent Financing and the Takeda Equity Financing. This Amendment No. 1 to Current Report on Form 8-K amends the Original Form 8-K to include, among other items, the
historical audited and unaudited financial statements of Molecular Templates OpCo and the pro forma condensed combined financial information required by Items 9.01(a) and 9.01(b) of Current Report on Form 8-K that were excluded from the
Original Form 8-K in reliance on the instructions to such Items.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(e)
On August 1, 2017,
pursuant to the terms of the Merger Agreement, the Company assumed Molecular Templates OpCos 2009 Stock Plan (the Molecular Plan). Please see the section of the Registration Statement (defined below) entitled Molecular
Executive Compensation Employee Benefits Plan Moleculars 2009 Stock Plan for information regarding the Molecular Plan, which such information is incorporated by reference.
For the general information of investors, the Company is filing herewith
information that was previously disclosed as part of the prospectus contained in the Form S-4 registration statement (File No. 333-217993) relating to the Merger, as declared effective by the Securities and Exchange
Commission on June 30, 2017 (the Registration Statement). Specifically, filed herewith as Exhibits 99.1 and 99.2, respectively, are excerpts of the Molecular Templates Business and Risk Factors sections
thereof, which are incorporated by reference herein. Such information is as of June 30, 2017 (unless an earlier date is indicated).
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Item 9.01
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Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
The audited financial statements of Molecular Templates OpCo as of and for the years ended December 31, 2016 and 2015, are
filed herewith as Exhibit 99.3. The unaudited financial statements of Molecular Templates OpCo as of June 30, 2017 and for the three and six months ended June 30, 2017 and 2016, are filed herewith as Exhibit 99.4. The consent of BDO
USA, LLP, Molecular Templates OpCos independent registered public accounting firm, is attached as Exhibit 23.1 to this Amendment No. 1 to Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company and Molecular Templates OpCo as of and for the year ended
December 31, 2016 and as of and for the six months ended June 30, 2017 are filed herewith as Exhibit 99.5.
(d) Exhibits
Reference is made to the Exhibit Index included with this Current Report on Form 8-K.
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Exhibit
No.
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Description
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10.1+
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Molecular Templates OpCo 2009 Stock Plan, as amended on March 9, 2010, September 14, 2010, March 28, 2011, August
22, 2012 and September 19, 2013. (incorporated by reference to Exhibit 10.34 to the Companys Registration Statement on Form S-4, as filed with the SEC on May 15, 2017)
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10.2+
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Form of Option Agreement of Molecular Templates OpCo (incorporated by reference to Exhibit 10.40 to the Companys Registration Statement
on Form S-4, as filed with the SEC on May 15, 2017)
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10.3*
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Multi-License Collaboration and License Agreement, dated June 23, 2017, between Molecular Templates OpCo and Millennium Pharmaceuticals, Inc. (a wholly owned subsidiary of Takeda Pharmaceutical Company Ltd.)
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23.1
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Consent of BDO USA, LLP, Molecular Templates OpCos independent registered public accounting firm
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99.1
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Molecular Templates Business section excerpt from Registration Statement
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99.2
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Risk Factors section excerpt from Registration Statement
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99.3
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Audited financial statements of Molecular Templates OpCo as of and for the years ended December 31, 2016 and 2015
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99.4
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Unaudited financial statements of Molecular Templates OpCo as of June 30, 2017 and for the three and six months ended June 30, 2017 and 2016
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99.5
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Unaudited pro forma condensed combined financial information of the Company and Molecular Templates OpCo, Inc. for the year ended December 31, 2016 and as of and for the six months ended June
30, 2017
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+
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Indicates a management contract or compensatory plan or arrangement.
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*
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Confidential treatment has been requested or granted as to certain portions, which portion have been omitted and filed separately with the SEC.
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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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Molecular Templates, Inc.
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Dated: October 17, 2017
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By:
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/s/ Eric E. Poma, Ph.D.
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Name: Eric E. Poma, Ph.D.
Title: Chief
Executive Officer
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