Form 8-K - Current report
July 21 2023 - 5:29PM
Edgar (US Regulatory)
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2023-07-20
2023-07-20
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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):
July 20, 2023
--------------------------------------
PLx Pharma Winddown Corp.
(Exact name of Registrant as Specified in Its
Charter)
--------------------------------------
Delaware
(State or Other Jurisdiction
of Incorporation) |
001-36351
(Commission
File Number) |
46-4995704
(IRS Employer
Identification No.) |
|
|
|
8 The Green, Suite 11895
Dover, Delaware
(Address of Principal Executive Offices) |
|
07871
(Zip Code)
|
Registrant’s Telephone Number, Including
Area Code: (973) 381-7408
(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:
☐ |
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, $0.001 par value |
PLXPQ |
N/A* |
*On April 13, 2023, our Common Stock began trading on the OTC Pink
Marketplace maintained by the OTC Markets Group, Inc. under the symbol “PLXPQ.”
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. ☐
As previously disclosed, on April 13, 2023, PLx Pharma
Winddown Corp. (formerly known as PLx Pharma Inc.) (the “Company”) and its wholly-owned subsidiary, PLx Opco Winddown Corp.
(formerly known as PLx Opco Inc.), filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 proceedings are being jointly
administered under the caption In re PLx Pharma Winddown Corp., et al., Case No. 23-10456 (the “Chapter 11 Cases”).
On July 20, 2023, the Company and PLx Opco Winddown
Corp. filed their monthly operating reports with the Bankruptcy Court for the period beginning June 1, 2023 and ending June 30, 2023 (the
“Monthly Operating Reports”).
The Monthly Operating Reports are attached hereto
as Exhibit 99.1 and are incorporated herein by reference.
Cautionary Note Regarding the Monthly Operating
Reports
The Company cautions investors and potential investors
not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of
providing the basis for an investment decision relating to any Company securities. The Monthly Operating Reports are limited in scope
and have been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Reports were
not reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment.
The financial information in the Monthly Operating Reports are not prepared in accordance with accounting principles generally accepted
in the United States (“GAAP”), and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations,
accruals, valuations and disclosures. The Monthly Operating Reports also relate to a period that is different from the historical periods
required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Cautionary Note Regarding Trading in the Company’s
Securities
The Company cautions that trading in the Company’s
common stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s
common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in the
Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws, about
the Company that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this
Current Report on Form 8-K are forward-looking statements. In some cases, you can identify forward-looking statements because they contain
words such as “expect,” “may,” “will,” “could” or “believes” or the negative
of these words or other similar terms or expressions. Forward-looking statements in this Current Report on Form 8-K include, but are not
limited to, the Company’s ability to continue ordinary course operations during the Chapter 11 Cases, the value of the Company’s
common stock, and the ability of holders of the Company’s common stock to receive any payment or distribution. The forward-looking
statements in this Current Report on Form 8-K are only predictions. The Company has based these forward-looking statements largely on
its current expectations and projections about future events and financial trends that it believes may affect its business, financial
condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors
that may cause its actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements, including the important factors discussed in the sections entitled “Risk
Factors” of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and in the Company’s
other filings with the Securities and Exchange Commission. The forward-looking statements in this Current Report on Form 8-K are based
upon information available to the Company as of the date of this Current Report on Form 8-K, and while the Company believes such information
forms a reasonable basis for such statements, such information may be limited or incomplete, and its statements should not be read to
indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These
statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Except as required by law, the
Company assumes no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially
from those anticipated in the forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 thereunto duly authorized.
|
PLx Pharma Winddown Corp. |
|
|
Date: July 21, 2023 |
By: |
/s/ John Halloran |
|
|
John Halloran |
|
|
Deputy Chief Restructuring Officer |
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