CLDN Eiger Biopharmaceuticals Com

 

 

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): March 21, 2016

 

 

Celladon Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-36183		33-0971591
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

12707 High Bluff Drive, Suite 200 San Diego, CA		92130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 350-4355

 

 

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:

 

¨

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))

 

 

 

---

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Special Meeting of Stockholders of Celladon Corporation (the “Company”) held on March 21, 2016 (the “Special Meeting”), the stockholders of the Company voted as set forth below on the following proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 16, 2016. The stockholders had also been solicited to vote to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Agreement referenced below, but such adjournment was deemed unnecessary.

At the Special Meeting, 19,611,218 shares of common stock, or approximately 81.87% 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 Company’s stockholders are as follows:

Proposal 1. Approval of the Merger with Eiger BioPharmaceuticals, Inc.

The approval of the merger and issuance of the Company’s common stock pursuant to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated November 18, 2015, by and among the Company, Celladon Merger Sub, Inc. and Eiger BioPharmaceuticals, Inc.

 

For		Against		Abstain		Broker Non-Votes
12,833,980		160,170		17,895		6,599,173

Proposal 2. Approval of Reverse Stock Split.

The approval of the amendment to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of the Company’s common stock at a ratio of one new share for every fifteen shares outstanding.

 

For		Against		Abstain		Broker Non-Votes
17,947,582		1,612,519		51,113		—

Proposal 3. Approval of the Company name change to Eiger BioPharmaceuticals, Inc.

The approval of the amendment to the amended and restated certificate of incorporation of the Company to change the name of the Company from “Celladon Corporation” to “Eiger BioPharmaceuticals, Inc.”

 

For		Against		Abstain		Broker Non-Votes
19,348,425		225,231		37,561		—

 

2

---

Item 8.01.

Other events.

On March 21, 2016, the Company announced voting results relating to the Special Meeting. 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.

 

3

---

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.

 

		Celladon Corporation
Dated: March 21, 2016
		By:		/s/ Andrew C. Jackson
				Andrew C. Jackson
				Chief Financial Officer

 

4

---

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release issued by Celladon Corporation on March 21, 2016 announcing the results of the Special Meeting.

EXHIBIT 99.1

Celladon Announces Results of Special Meeting

San Diego, CA March 21, 2016 – Celladon Corporation (Nasdaq: CLDN) announced today that, based upon the final vote count certified by the independent inspector of elections for the special meeting of stockholders held March 21, 2016, stockholders approved all of the merger-related proposals, including: (i) the merger and issuance of Celladon common stock pursuant to the Agreement and Plan of Merger and Reorganization, dated November 18, 2015, by and among Celladon, Celladon Merger Sub, Inc. and Eiger BioPharmaceuticals, Inc., (ii) a 1-for-15 reverse stock split of Celladon common stock and (iii) changing the name of the Company from “Celladon Corporation” to “Eiger BioPharmaceuticals, Inc.” The reverse stock split will become effective immediately following the close of trading on March 22, 2016, and the closing of the merger and name change are expected to occur immediately thereafter. The consolidated common shares for the combined company are expected to commence trading on The NASDAQ Global Market under the symbol “EIGR” on March 23, 2016.

“We are very pleased with the affirmative vote at today’s special meeting of stockholders concerning our merger with Eiger and we now look forward to closing this transaction,” stated Fredrik Wiklund, Celladon’s President and Chief Executive Officer.

As a result of the reverse stock split, every 15 shares of Celladon common stock outstanding will be combined and reclassified into one share of post-closing Eiger common stock. No fractional shares will be issued in connection with the reverse stock split. Instead, cash, based on the closing price of Eiger common stock on the NASDAQ Global Market on the closing date will be issued in lieu of fractions of shares.

Prior to the closing of the merger, Eiger is expected to receive gross proceeds of $39.5 million, including the conversion of $6.0 million in aggregate principal amount under, and all interest accrued on, convertible promissory notes of Eiger, in investment from a combination of certain current and new investors in Eiger. Upon the closing, each holder of Eiger common stock will receive approximately 0.09 shares of Celladon common stock, and upon the closing of the merger, the combined company will have approximately 7.3 million post-reverse split shares outstanding. The Eiger financing proceeds together with approximately $26.1 million in available, pre-merger cash on Celladon’s balance sheet, is expect to result in approximately $59 million in cash available for the combined businesses, before the payment of transaction and other fees.

Note Regarding Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the structure, timing and completion of our proposed merger with Eiger, and Eiger’s future operations, financial position and revenue. Celladon and/or Eiger may not actually achieve the proposed merger or otherwise carry out the intentions or meet the expectations or projections disclosed in our forward-looking statements, and you should not place undue reliance on these forward-looking statements. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon Celladon’s and Eiger’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with the ability to consummate the proposed merger through the process being conducted by Celladon and Eiger. Risks and uncertainties facing Celladon are described more fully in Celladon’s periodic reports and the Form S-4 registration statement filed with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. Celladon undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

---

CONTACTS

Celladon Corporation

Fredrik Wiklund

Email: investors@celladon.com