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SEC Filings

8-K
VITAE PHARMACEUTICALS, INC filed this Form 8-K on 10/25/2016
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through Cantor, shares of Vitae’s common stock having an aggregate offering price of up to $40.0 million. Effective October 24, 2016, Vitae terminated the Sales Agreement.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On October 25, 2016, Vitae (i) notified the NASDAQ Stock Market LLC (“NASDAQ”) of the consummation of the Merger and (ii) requested that NASDAQ (x) halt trading in the Shares for October 25, 2016 and suspend trading of the Shares effective October 25, 2016 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). NASDAQ filed the Form 25 on October 25, 2016 delisting and deregistering the Shares. Vitae intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of Vitae’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

The disclosure under the Introductory Note, Item 3.01 and Item 5.03 is incorporated herein by reference.

 

Item 5.01. Changes in Control of Registrant.

 

The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.

 

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, as of the Effective Time, Karen Bernstein, Ph.D., John M. Leonard, Robert V. Gunderson, Jr., Jeffrey S. Hatfield, Donald J. Hayden, Daniel M. Junius, Charles A. Rowland, Jr. and Gino Santini each resigned and ceased to be directors of Vitae and members of any committee of Vitae’s Board of Directors. These resignations were not a result of any disagreement between Vitae and the directors on any matter relating to Vitae’s operations, policies or practices. As of the Effective Time, Jeffrey S. Hatfield, Richard Morris and Arthur Fratamico each were removed as officers of Vitae by Vitae’s Board of Directors.

 

Pursuant to the Merger Agreement, as of the Effective Time, the directors and officers of Purchaser immediately prior to the Effective Time became the directors and officers of the Surviving Corporation. The directors of Purchaser immediately prior to the effective time were Kira Schwartz and Sigurd Kirk.  As of the Effective Time, Vitae’s Board of Directors appointed A. Robert D. Bailey as President, Stephen Kaufhold as Treasurer, and Kira Schwartz as Secretary.  Information regarding the new directors and executive officers has been previously disclosed in Schedule 1 of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by the Purchaser on September 26, 2016.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

 

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Vitae’s certificate of incorporation was amended and restated in its entirety. A copy of Vitae’s Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Pursuant to the terms of the Merger Agreement, as of the Effective Time, Vitae’s bylaws were amended and restated in their entirety. A copy of Vitae’s amended and restated bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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