UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 17, 2009 (August 17, 2009)
ORE PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 0-23317 | 06-1411336 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
610 Professional Drive, Suite 101, Gaithersburg, Maryland | 20879 |
(Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code: (240) 361-4400
(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 obligations 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)
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⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Item 2.02 Results of Operations and Financial Condition.
On August 17, 2009, Ore Pharmaceuticals Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s operating results for the quarter and six months ended June 30, 2009.
A copy of the Press Release is furnished as Exhibit 99.1.
Item 8.01 Other Events.
On August 17, 2009, the Company also announced in the Press Release the filing of a registration statement on Form S-4 pursuant to which, among other matters, the Company will seek stockholder approval at its annual meeting of stockholders for a reorganization in which the Company will become a wholly owned subsidiary of Ore Pharmaceutical Holdings Inc., a newly formed Delaware corporation, (“Holdings”) and each share of the Company’s common stock will be exchanged for one share of common stock of Holdings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Ore Pharmaceuticals Inc. press release, dated August 17, 2009. |
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.
ORE PHARMACEUTICALS INC. | |||
| |||
| Date: August 17, 2009 | By: | /s/ Benjamin L. Palleiko | |
Benjamin L. Palleiko | |||
Senior Vice President and Chief Financial Officer | |||
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Ore Pharmaceuticals Inc. press release, dated August 17, 2009. | |
