Explanatory Note
On March 16, 2020, AcelRx Pharmaceuticals, Inc. (the Company) filed a Current Report on
Form 8-K (the Original Form 8-K), reporting, among other items, that on March 15, 2020, the Company, Tetraphase Pharmaceuticals, Inc., a
Delaware corporation (Tetraphase) and Consolidation Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (Merger Sub), entered into an Agreement and Plan of Merger (the
Merger Agreement), pursuant to which, among other things, Merger Sub will be merged with and into Tetraphase (the Merger), with Tetraphase continuing as the surviving corporation and an indirect wholly-owned subsidiary of the
Company. The Company also reported in the Original Form 8-K that it planned to file with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form S-4 (the Form S-4) in connection with its issuance of AcelRx Common Stock in connection with the Merger. As of the date hereof, AcelRx has filed the
Form S-4, as amended, which contains, among other things (i) the audited financial statements of Tetraphase and (ii) unaudited pro forma condensed combined financial information that presents the
combination of the historical financial statements of the Company and the historical financial statements of Tetraphase, after giving effect to the Merger. This Current Report on Form 8-K is being filed to
include the information described in (i) and (ii) above from the Form S-4, as amended, so that it is incorporated by reference into the Companys effective registration statements, as well as to
report the information regarding the Companys business as disclosed in Items 2.02 and 8.01 below.
Item 2.02
|
Results of Operations and Financial Condition
|
On April 30, 2020, the Company issued a press release announcing a business update, which included disclosures regarding the following estimated operating
results: an estimated $52.7 million of cash, cash equivalents and short-term investments as of March 31, 2020, and estimated total revenues of $0.4 million and estimated operating expense (SG&A and R&D) of $14.7 million
expected for the quarter ended March 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1.
The Company has not yet completed its
financial close process for the quarter ended March 31, 2020 and these estimates for total revenues, SG&A and R&D expenses and cash, cash equivalents and short-term investments are based on preliminary estimates of the Companys
financial results that it expects to report for the applicable periods. These estimates are subject to change upon completion of the Companys financial closing procedures. The Companys independent registered public accounting firm,
OUM & Co. LLP, has not audited, reviewed, or compiled these estimates and, accordingly, does not express an opinion on, or provided any other form of assurance with respect to, these preliminary estimates. These estimates are not a
comprehensive statement of the Companys financial results for the quarter ended March 31, 2020 and its actual results may differ materially from these estimates as a result of the completion of the Companys financial closing
procedures, final adjustments and other developments arising between now and the time that our financial results for this period are finalized.
The information contained in Item 2.02 above and the press release are incorporated herein by reference.
Item 9.01
|
Financial Statements and Exhibits
|
(a) Financial Statements of Business Acquired
The audited financial statements of Tetraphase as of December 31, 2019 and 2018 are filed herewith as Exhibit 99.2 and are incorporated
herein by reference. The consent of Ernst & Young LLP, Tetraphases independent registered public accounting firm, is attached herewith as Exhibit 23.1.
(b) Pro Forma Financial Information
The
unaudited pro forma condensed combined financial information presents the combination of the historical financial statements of the Company and the historical financial statements of Tetraphase, after giving effect to the Merger. The unaudited pro
forma condensed combined financial information is intended to reflect, with
1