Current Report Filing (8-k)
May 07 2020 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 7, 2020
CONATUS PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-36003
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20-3183915
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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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16745 West Bernardo Drive, Suite 250
San Diego, California
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92127
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(858) 376-2600
(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 (see General Instruction A.2. below):
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading symbol:
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Name of each exchange on which registered:
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Common Stock, par value $0.0001 per share
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CNAT
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The Nasdaq Capital Market
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Adjournment of Special Meeting
On May 7,
2020, Conatus Pharmaceuticals Inc. (the Company or Conatus) convened and adjourned a special meeting of stockholders because a quorum was not present to conduct business at the special meeting. The special meeting will be
reconvened on May 21, 2020 at 9:00 a.m., Pacific Time, virtually and stockholders can register to attend the special meeting by visiting, www.proxydocs.com/CNAT by no later than May 19, 2020 at 2:00 p.m., Pacific Time. The record
date for the special meeting remains March 13, 2020.
A copy of the press release announcing the adjournment of the special meeting of stockholders
is attached hereto as Exhibit 99.1.
Item 9.01
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Financial Statements and Exhibits.
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The following exhibits are furnished as part of this Current Report on Form 8-K:
(d) Exhibits.
99.1 Press
Release, dated May 7, 2020.
*******
Forward-Looking Statements
Certain statements herein
constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as believes, will, would, expects, project, may,
could, developments, launching, opportunities, anticipates, estimates, intends, plans, targets and similar expressions. These forward-looking
statements include, but are not limited to, statements concerning: the expected structure, timing and completion of the proposed merger; the expected ownership of the combined company based on the exchange ratio set forth in the merger agreement;
future product development plans and projected timelines for the initiation and completion of preclinical and clinical trials; any statements regarding the combined companys future financial performance, results of operations or sufficiency of
capital resources to fund operating requirements; any statements relating to future Nasdaq listing; and any other statements that are not statements of historical fact. These statements are based upon the current beliefs and expectations of each
companys management and are subject to significant risks and uncertainties.
Actual results may differ materially from those set forth in the
forward-looking statements as a result of numerous factors. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the risk that the conditions
to the closing of the proposed merger are not satisfied, including the failure to timely obtain stockholder approval for the transaction, if at all; uncertainties as to the timing of the consummation of the proposed merger; risks related to each
companys ability to manage its operating expenses and its expenses associated with the proposed merger pending closing; the risk that as a result of adjustments to the exchange ratio, Conatus stockholders and Histogen Inc.
(Histogen) stockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of Conatus common stock relative to the exchange ratio; the businesses of Histogen and Conatus
may not be combined successfully, or such combination may take longer than expected; the combined companys
need for, and the availability of, substantial capital in the future to fund its operations and research and development activities; the combined companys ability to continue to
successfully progress research and development efforts and to create effective, commercially-viable products; and the success of the combined companys product candidates in completing pre-clinical or
clinical testing and being granted regulatory approval to be sold and marketed in the United States or elsewhere. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are
discussed in Conatus reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K) filed with the Securities and Exchange Commission (the SEC) and available at the SECs Internet website (www.sec.gov). All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters attributable to Histogen or Conatus or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, neither Conatus
nor Histogen undertakes any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
Additional Information and Where to Find It
This
communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the
proposed merger. In connection with the merger, Conatus has filed a registration statement on Form S-4 (File No. 333-236332) with the SEC that includes a definitive
proxy statement of Conatus and that also constitutes a prospectus of Conatus, which proxy statement/prospectus was mailed or otherwise disseminated to Conatus stockholders. Conatus also plans to file other relevant documents with the SEC regarding
the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION.
In addition to receiving the proxy statement by mail, stockholders also will be able to obtain these
documents, as well as other filings containing information about Conatus, the proposed merger and related matters, without charge, from the SECs website at http://www.sec.gov. In addition, these documents can be obtained, without charge, by
sending an e-mail to info@conatuspharma.com, along with complete contact details and a mailing address or by contacting Conatus at (858) 376-2600.
Participants in Solicitation
Conatus and certain of its
directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from stockholders with respect to the merger. Information regarding the persons or entities
who may be considered participants in the solicitation of proxies is set forth in the proxy statement and Form S-4 relating to the merger filed with the SEC. Information regarding the directors and executive
officers of Conatus is set forth in the Conatus Annual Report on Form 10-K for Conatus year ended December 31, 2019, which was filed with the SEC on March 11, 2020. Additional information
regarding the interests of such potential participants is included in the proxy statement and Form S-4 and the other relevant documents filed with the SEC.
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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CONATUS PHARMACEUTICALS INC.
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Date: May 7, 2020
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By:
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/s/ Keith W. Marshall, Ph.D.
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Name:
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Keith W. Marshall, Ph.D.
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Title:
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Executive Vice President, Chief Operating Officer and Chief Financial Officer
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Conatus Pharmaceuticals (NASDAQ:CNAT)
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