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): May 8, 2019

Commission File Number: 001-37544

 

AMPLIPHI BIOSCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

 

Washington
(State or other jurisdiction of incorporation)

 

3579 Valley Centre Drive, Suite 100

San Diego, California 92130

(Address of principal executive offices)

 

(858) 829-0829

(Registrant’s telephone number)

 

N/A

(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):

 

¨ 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))

 

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  x

 

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.  x

 

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   APHB   NYSE American

 

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On May 8, 2019, AmpliPhi Biosciences Corporation issued a press release announcing shareholder approval of the business combination with C3J Therapeutics, Inc. and the other matters presented at the Special Meeting of Shareholders held on May 8, 2019. A copy of this press release is included as Exhibit 99.1 to this report.

 

This report including the information contained in Exhibit 99.1 hereto is being “furnished” and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release

 

 

 

 

 

 

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.

 

Date: May 8, 2019 AmpliPhi Biosciences Corporation
   
  By: /s/ Steve R. Martin
  Name:  Steve R. Martin
  Title: Chief Financial Officer

 

 

 

 

 

Exhibit 99.1

 

DESCRIPTION: AMPLIPHI 2.EPS

AmpliPhi Biosciences Corporation

3579 Valley Centre Drive, Suite 100

San Diego, CA 92130

  

 

  

AmpliPhi Biosciences Announces Stockholder Approval of Business

Combination with C3J Therapeutics

 

San Diego, May 8, 2019 – AmpliPhi Biosciences Corporation (NYSE American: APHB) , a clinical-stage biotechnology company focused on precisely targeted bacteriophage therapeutics for antibiotic-resistant infections, today announced that its stockholders voted to approve the proposals required to complete the business combination with C3J Therapeutics at a special meeting of AmpliPhi Biosciences stockholders held earlier today. Approximately 94% of the shares voted at the special stockholder meeting voted in favor of the transaction, with each of the other related proposals also receiving sufficient votes for approval.

 

“Today’s resoundingly favorable shareholder vote clearly supports our combining of AmpliPhi and C3J Therapeutics to form a leading biopharmaceutical company focused on developing a promising portfolio of natural and synthetic phage therapies to treat serious and life-threatening antibiotic-resistant infections,” said Paul C. Grint, M.D., CEO of AmpliPhi Biosciences. “The Board and management team have worked diligently for this result, which we believe is the best outcome for our shareholders, and I want to thank our shareholders for their support. I look forward to transitioning to the leadership of C3J’s Chief Executive Officer, Todd R. Patrick, and the team of experienced executives that will lead further development of these important drug candidates.”

 

As previously announced, the Boards of Directors of both AmpliPhi and C3J unanimously approved the business combination in January 2019. The Board of Directors of AmpliPhi has also determined that the previously announced reverse stock split, which is expected to be completed immediately prior to the consummation of the business combination, will be effected at a ratio of 1-for-14. The business combination transaction is expected to close on Thursday, May 9th, at which time AmpliPhi and C3J will become Armata Pharmaceuticals, Inc. The shares of the combined company are expected to commence trading on the New York Stock Exchange under the symbol “ARMP” on Friday, May 10, 2019.

 

Forward Looking Statements

 

This press release contains “forward-looking” statements, including, without limitation, statements related to the anticipated consummation of the transactions contemplated by the merger agreement and related transactions, and the timing thereof, and the anticipated benefits of the proposed merger and related transactions. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based upon AmpliPhi’s current expectations. Forward-looking statements involve risks and uncertainties. AmpliPhi’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to: AmpliPhi’s ability to complete the merger and the related transactions, on the proposed terms and schedule, or at all, including risks and uncertainties related to the satisfaction of closing conditions; and the combined company’s ability to advance its preclinical and clinical programs and the uncertain and time-consuming regulatory approval process. Additional risks and uncertainties relating to AmpliPhi and C3J and their respective businesses can be found under the caption “Risk Factors” and elsewhere in AmpliPhi’s filings and reports with the SEC, including in AmpliPhi’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2019. The company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

 

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Contacts for AmpliPhi Biosciences:

 

At the Company:

Steve Martin

AmpliPhi Biosciences

(858) 800-2492

ir@ampliphibio.com

 

Investor Relations:

Robert H. Uhl

Westwicke Partners

(858) 356-5932

robert.uhl@westwicke.com