Current Report Filing (8-k)
June 14 2019 - 5:26PM
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
June 14, 2019
Date
of Report (Date of earliest event reported)
Flex
Pharma, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-36812
|
|
46-5087339
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
31 St. James Ave, 6th Floor
Boston, MA
|
|
02116
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (617)
874-1821
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))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
Common Stock, $ 0.0001 par value
|
|
FLKS
|
|
Nasdaq Capital Market
|
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 5.07
|
Submission of Matters to a Vote of Security Holders.
|
On June 14, 2019, Flex Pharma, Inc. (Flex Pharma or FLKS) held its special meeting of stockholders. The purpose of the special
meeting is described in Flex Pharmas definitive proxy statement/prospectus/information statement dated April 29, 2019 (the Proxy Statement) relating to the pending merger with Salarius Pharmaceuticals, LLC
(Salarius), which Flex Pharma first mailed to its stockholders on or about May 3, 2019.
At the special meeting, Flex Pharma determined
that a quorum of stockholders was not present in person or by duly authorized proxy to transact business at the meeting and Flex Pharma adjourned the meeting. Flex Pharma announced that the adjourned meeting will be reconvened at the offices of
Cooley LLP, 500 Boylston Street, 14th Floor, Boston, MA 02116, at 10:00 A.M. local time, on July 12, 2019.
Item 7.01
|
Regulation FD Disclosure.
|
Approximately 85% of shares voted by Flex Pharmas stockholders to date support the merger. Flex believes this strong support is due to:
|
|
|
recommendations by Institutional Shareholder Services (ISS) and Glass-Lewis (two leading U.S. institutional
voting advisory services) to vote FOR each of the proposals in the Proxy Statement;
|
|
|
|
ISSs statement that [t]he proposed transaction with Salarius appears to offer FLKS shareholders a
better potential outcome than FLKS standalone business;
|
|
|
|
a unanimous recommendation by Flex Pharmas board of directors to vote FOR each of the
proposals; and
|
|
|
|
the merger offering great future potential for Flex Pharmas stockholders based on Salarius clinical
pipeline, targeting a rare, orphan cancer with no targeted treatments and cancers with high unmet need using an epigenetic approach.
|
Flex Pharma urges stockholders to support the merger by voting as soon as possible
FOR
all the proposals in the Proxy Statement. Failure to vote, or a
vote against any proposal, puts the merger at risk.
If Flex Pharma does not complete the merger, Flex Pharma likely will dissolve, liquidate or
wind-up,
and stockholders will likely lose most of the value of their investment.
Stockholders can vote by telephone,
via the Internet or using the proxy card they received with their proxy materials. For any questions, or assistance in voting shares, or to receive additional copies of the proxy materials, stockholders should call proxy solicitor Innisfree M&A
Inc., toll-free at 1 (888)
750-5834.
The disclosure in Item 5.07 of this Form
8-K
is incorporated herein by reference.
Forward-Looking Statements
. Certain statements in this communication constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These forward-looking statements reflect Flex Pharmas current views about its plans. Although Flex Pharma believes that its plans as reflected in or
suggested by those forward-looking statements are reasonable, it can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results will be affected by a variety of risks and
uncertainties that are beyond its control. Risks and uncertainties include, but are not limited to: inability to complete the proposed transaction; the ability of the proposed transaction to increase stockholder value; and other risks and
uncertainties detailed in the risk factors section of Flex Pharmas registration statement on
Form S-4 (File No. 333-229666), Form 10-K and
Forms 10-Q filed
with the SEC, as well as other filings Flex Pharma makes with the SEC
from time-to-time. Flex
Pharma disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
. This communication may be deemed to be
solicitation material in respect of its proposed transaction with Salarius Pharmaceuticals, LLC (Salarius). In connection with the proposed transaction, Flex Pharma filed with the Securities and Exchange Commission (SEC) a registration
statement on
Form S-4 (File No. 333-229666) containing
a proxy statement/prospectus/information statement, which took effect on April 29,
2019. On April 30, 2019, Flex Pharma filed a definitive proxy statement/prospectus/information statement with the SEC. On or around May 3, 2019, Flex Pharma began mailing the definitive proxy statement/prospectus/information statement to
Flex Pharma stockholders of record as of the close of business on April 17, 2019 and members of Salarius.
FLEX PHARMA URGES INVESTORS AND EQUITYHOLDERS OF FLEX PHARMA AND SALARIUS TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS/INFORMATION STATEMENT REGARDING THE PROPOSED TRANSACTION, AS WELL AS OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FLEX PHARMA, SALARIUS AND THE
PROPOSED TRANSACTION.
This communication is not a substitute for the registration statement, definitive proxy statement/prospectus/information statement or any other documents that Flex Pharma has filed or may file with the SEC or send to
Flex Pharma or Salarius equityholders in connection with the proposed transaction.
You may obtain free copies of the registration statement, definitive
proxy statement/prospectus/information statement and all other documents filed or that will be filed with the SEC regarding the proposed transaction at the website maintained by the SEC, www.sec.gov. Once they are filed, copies of the registration
statement and definitive proxy statement/prospectus/information statement will be available free of charge on Flex Pharmas website at www.flex-pharma.com or by contacting John McCabe at jmccabe@flex-pharma.com.
Participants in Solicitation
. Flex Pharma, Salarius and their respective directors or managers and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of Flex Pharma common stock in connection with the proposed transaction. Information about Flex Pharmas directors and executive officers is set forth in Flex Pharmas Annual
Report on
Form 10-K for
the period ended December 31, 2018, which it filed with the SEC on March 6, 2019 and amended on April 16, 2019. Other information regarding the interests of
such individuals, as well as information regarding Salarius managers and executive officers and other persons who may be deemed participants in the proposed transaction, is set forth in the definitive proxy statement/prospectus/information
statement. You may obtain free copies of these documents as described in the preceding paragraph.
Non-Solicitation
. This communication shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No public offer of securities in connection with the merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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.
|
|
|
|
|
|
|
|
|
|
|
Flex Pharma, Inc.
|
Dated: June 14, 2019
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ John McCabe
|
|
|
|
|
|
|
John McCabe
|
|
|
|
|
|
|
Chief Financial Officer
|
FLEX PHARMA, INC. (NASDAQ:FLKS)
Historical Stock Chart
From Aug 2024 to Sep 2024
FLEX PHARMA, INC. (NASDAQ:FLKS)
Historical Stock Chart
From Sep 2023 to Sep 2024