8-K/AThe WireRoutine
Company Update
Filed Jun 4, 2015 · 11y ago · Accession 0001144204-15-035417
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
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 15, 2015
PLASMATECH BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
0-9314
83-0221517
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
4848 Lemmon Avenue, Suite 517, Dallas, TX
75219
(Address of principal executive offices)
(Zip Code)
(214) 905-5100
(Registrant’s telephone number, including
area code)
PLASMATECH BIOPHARMACEUTICALS, INC.
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
PlasmaTech Biopharmaceuticals, Inc (“PlasmaTech”)
filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) on May 18, 2015 (the “Initial
Filing”) to report, among other things, the completion of PlasmaTech’s acquisition of Abeona Therapeutics LLC (“Abeona”),
an Ohio limited liability corporation.
This Form 8-K/A is being filed solely to
amend and supplement Item 9.01 of the Initial Filing to include Abeona’s financial statements and pro forma financial information
required by Item 9.01 of Form 8-K, which were not previously filed with the Initial Filing and are permitted to be filed by amendment
no later than 71 calendar days after the Initial Filing was required to be filed with the SEC. This Form 8-K/A amends the Initial
Filing for the inclusion of the foregoing financial statements and pro forma consolidated financial statements and does not amend
or modify the Initial Filing in any other respect.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Abeona’s audited financial statements
for December 31, 2014 and 2013 are filed within this Form 8-K/A as Exhibit 99.1 and incorporated herein by reference.
Abeona’s unaudited financial
statements for March 31, 2015 and 2014 are filed within this Form 8-K/A as Exhibit 99.2 and incorporated herein by
reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined
financial statements with respect to PlasmaTech’s acquisition of Abeona by which Abeona became a wholly owned subsidiary
of PlasmaTech, are filed with this Form 8-K/A as Exhibit 99.3 and incorporated herein by reference and are based upon the historical
condensed consolidated financial statements and notes thereto (as applicable) of PlasmaTech and Abeona.
As previously disclosed, on May 15, 2015,
we closed our acquisition of Abeona and will issue an aggregate of 3,979,761 shares of PlasmaTech’s common stock to the members
of Abeona. In addition, there may be up to an additional $9 million in performance milestones payable to members of Abeona, in
common stock or cash, at PlasmaTech’s option.
The pro forma adjustments are based upon
available information and certain assumptions that PlasmaTech believes are reasonable under the circumstances.
These unaudited pro forma condensed combined
financial statements should be read in conjunction with the historical consolidated financial statements and related notes contained
in the annual, quarterly and other reports filed by PlasmaTech with the SEC and the audited consolidated financial statements of
Abeona included in this Form 8-K/A.
(d) Exhibits
Number
Title
23.1
Consent of Independent Auditors
99.1
Audited financial statements of Abeona Therapeutics LLC for
the year ended December 31, 2014 and for the period from inception (March 29, 2013) through December 31,
2013
99.2
Unaudited financial statements of Abeona Therapeutics LLC for
the Three Months Ended March 31, 2015 and March 31, 2014
99.3
Unaudited Pro Forma Condensed Combined Balance Sheet as Of
March 31, 2015 and Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2015 and for the
Twelve Months Ended December 31, 2014
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.
/s/ Stephen B. Thompson
By:
Stephen B. Thompson
Vice President Finance
Date: June 4, 2015
Exhibit Index
Exhibit No.
Description
23.1
Consent of Independent Auditors
99.1
Audited financial statements of Abeona Therapeutics LLC for
the year ended December 31, 2014 and for the period from inception (March 29, 2013) through December 31,
2013
99.2
Unaudited financial statements of Abeona Therapeutics LLC for
the Three Months Ended March 31, 2015 and March 31, 2014
99.3
Unaudited Pro Forma Condensed Combined Balance Sheet as Of March 31, 2015 and Pro Forma
Condensed Combined Statement of Operations for the Three Months Ended March 31, 2015 and for the Twelve Months Ended December
31, 2014
Filing details
- Company
- ABEONA THERAPEUTICS INC.
- Ticker
- ABEO
- CIK
- 318306
- Form type
- 8-K/A
- Filing date
- Jun 4, 2015
- Report date
- May 15, 2015
- Document
- v412372_8ka.htm
- Size
- 322 KB