UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2016
Eiger BioPharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36183 | | 33-0971591 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
350 Cambridge Avenue, Suite 350 Palo Alto, California | | 94306 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (650) 272-6138
(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:
| ¨ | 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)) |
Explanatory Note
On March 23, 2016, Eiger BioPharmaceuticals, Inc. (the “Company”) filed a Current Report on Form 8-K (the “OriginalForm 8-K”) reporting, among other items, that on March 22, 2016, the Company, formerly known as Celladon Corporation, completed its merger with what was then known as “Eiger BioPharmaceuticals, Inc.” (“Private Eiger”). This Amendment No. 1 to Current Report on Form 8-K amends the Original Form 8-K to provide (i) the historical audited financial statements of Private Eiger and (ii) the pro forma condensed combined financial information as required by Items 9.01(a) and 9.01(b) of Current Report on Form 8-K, respectively. Such financial information was excluded from the Original Form 8-K in reliance on the instructions to such Items.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial statements of businesses acquired.
The audited financial statements of Private Eiger as of December 31, 2015 and 2014 and for each of the three years ended December 31, 2015, 2014, and 2013, are filed herewith as Exhibit 99.2 and are incorporated herein by reference. The consent of KPMG LLP, Private Eiger’s independent registered public accounting firm, is attached as Exhibit 23.1 to this Amendment No. 1 to Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The unaudited pro forma combined condensed financial information of the Company and Private Eiger as of and for the year ended December 31, 2015 are filed herewith as Exhibit 99.3 and are incorporated herein by reference.
Reference is made to the Exhibit Index included with this Current Report on Form 8-K.
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.
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| | | | Eiger BioPharmaceuticals, Inc. |
| | | |
| Dated: May 13, 2016 | | | | | | |
| | | |
| | | | By: | | /s/ James Welch |
| | | | | | James Welch |
| | | | | | Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 2.1* | | Agreement and Plan of Merger and Reorganization, dated as of November 18, 2015, by and among Eiger BioPharmaceuticals, Inc., Celladon Corporation and Celladon Merger Sub. |
| |
| 3.1* | | Certificate of Amendment to Amended and Restated Certificate of Incorporation. |
| |
| 3.2* | | Certificate of Amendment to Amended and Restated Certificate of Incorporation. |
| |
| 23.1 | | Consent of KPMG LLP, Private Eiger’s independent registered public accounting firm |
| |
| 99.1* | | Press release issued by Eiger BioPharmaceuticals, Inc. on March 22, 2016. |
| |
| 99.2 | | Audited financial statements of Private Eiger as of December 31, 2015 and 2014 and for each of the three years ended December 31, 2015, 2014 and 2013. |
| |
| 99.3 | | Unaudited pro forma condensed combined financial information of the Company and Private Eiger as of and for the year ended December 31, 2015. |
