VIRACTA THERAPEUTICS, INC. Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Also, on
Under the terms of the Merger Agreement, the Company issued shares of its Common Stock to Viracta's stockholders, at an exchange ratio of 0.3917 shares of Common Stock (prior to taking into account the Reverse Stock Split), in exchange for each share of Viracta's common stock outstanding as of the Effective Time (including the shares of common stock issuable upon conversion of all shares of preferred stock prior to the Effective Time). The Company also assumed all of the stock options issued and outstanding under the Viracta 2016 Equity Incentive Plan, as amended, (the "Viracta Plan") and issued and outstanding warrants of Viracta, with such stock options and warrants henceforth representing the right to purchase a number of shares of Common Stock equal to 0.3917 multiplied by the number of shares of Viracta's common stock previously represented by such stock options and warrants, as applicable, prior to taking into account the Reverse Stock Split.
Immediately following the Effective Time, there were approximately 37.0 million shares of Common Stock outstanding (post Reverse Stock Split). Immediately following the Effective Time, the former Viracta stockholders owned approximately 86.05% of the outstanding shares of Common Stock, and the Company's stockholders immediately prior to the Merger, whose shares of Common Stock remain outstanding after the Merger, owned approximately 13.95% of the outstanding shares of Common Stock.
The issuance of the shares of Common Stock to the former stockholders of Viracta
was registered with the
The Common Stock, which was previously listed on
The foregoing description of the Merger Agreement, the Reverse Stock Split and
the Name Change do not purport to be complete and are qualified in its entirety
by reference to the full text of the Merger Agreement that was filed as Exhibit
2.1 to the Company's Current Report on Form 8-K filed with the
Item 3.03. Material Modification to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
As previously disclosed, at a special meeting of the Company's stockholders held
on
On
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As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock immediately prior to the Reverse Stock Split was reduced into a smaller number of shares, such that every 3.5 shares of Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one share of Common Stock after the Reverse Stock Split. Immediately following the Reverse Stock Split and the Merger, there were approximately 37.0 million shares of Common Stock outstanding.
No fractional shares were issued in connection with the Reverse Stock Split. In
accordance with the certificate of amendment to the amended and restated
certificate of incorporation of the Company, any fractional shares resulting
from the Reverse Stock Split were rounded down to the nearest whole number and
each stockholder who would otherwise be entitled to a fraction of a share of
Common Stock upon the consummation of the Reverse Stock Split (after aggregating
all fractions of a share to which such stockholder would otherwise be entitled)
shall, in lieu thereof, be entitled to receive a cash payment in an amount equal
to the fraction to which the stockholder would otherwise be entitled multiplied
by the closing sales price of a share of Common Stock (as adjusted to give
effect to the Reverse Stock Split) as reported on Nasdaq on
In accordance with the certificate of amendment to the amended and restated certificate of incorporation of the Company, no corresponding adjustment was made with respect to the Company's authorized Common Stock or Preferred Stock. The Reverse Stock Split has no effect on the par value of Common Stock or Preferred Stock of the Company. Immediately after the Reverse Stock Split, prior to giving effect to the Merger, each stockholder's percentage ownership interest in the Company and proportional voting power remained unchanged, other than as a result of the rounding to eliminate fractional shares, as described in the preceding paragraph. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.
The foregoing descriptions of the certificate of amendment to the amended and restated certificate of incorporation of the Company to effect the Reverse Stock Split are not complete and are subject to and qualified in their entirety by reference to such certificate of amendment to the amended and restated certificate of incorporation, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Pursuant to the Merger Agreement, each of the directors of the Company who would not be continuing as directors after the completion of the Merger resigned from the Board of Directors of the Company (the "Board") and any respective committees of the Board to which they belonged as of the closing of the Merger. In connection with the Merger, the size of the Board post-Merger was set at a total of seven directors. Pursuant to the terms of the Merger Agreement, one of such directors was designated by the Company pre-Merger and six of such directors were designated by Viracta.
In accordance with the Merger Agreement, on
Following such resignations and effective as of the Effective Time, the following individuals were appointed to the following classes of the Board, to serve until the next annual meeting of stockholders at which the members of such director's class are to stand for election (subject to the Company's amended and restated bylaws) or until such director's earlier death, resignation or removal or until such director's successor is duly elected and qualified:
Director Class
Roger J. Pomerantz , M.D. (Chair) Class III
Michael Huang , M.S., M.B.A. Class I
Sam Murphy , Ph.D. Class I
Gur Roshwalb , M.D. Class I
Nicole Onetto , M.D. Class II
Thomas E. Darcy Class II
Ivor Royston , M.D. Class III
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, on
Termination of Executive Officers
Also, pursuant to the Merger Agreement, on
Appointment of Officers
Effective as of the Effective Time, the Board appointed
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Dr.
Agreements with
Viracta has entered into executive employment agreements with each of
Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
To the extent required by Item 5.03 of Form 8-K, the information contained in Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference herein.
Commencing on
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The Company intends to file the financial statements of Viracta required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
Exhibit
Number Description
3.1 Certificate of Amendment related to the Reverse Stock Split, filed
February 24, 2021
3.2 Certificate of Amendment related to the Name Change, filed February 24,
2021
99.1 Press Release, dated February 24, 2021 --------------------------------------------------------------------------------
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