On Tuesday, November 11, 2018, the District Court of the Central District of California, Southern Division (the “District Court”) entered an order preliminarily approving a proposed settlement of (i) the consolidated state derivative lawsuits titledXie v. Auerbach, Case No. BC616617, andMcKenney v. Auerbach, Case No. BC617059, pending in the Superior Court of California (collectively, the “State Derivative Actions”) and (ii) the federal derivative lawsuits titledvan der Gracht de Rommerswael v. Auerbach, Case No.8:18-cv-00236-AG-JCGx,andDuran v. Auerbach, Case No.2:18-cv-04820-AG (DFMx) (together with the State Derivative Actions, the “Derivative Actions”). The proposed settlement is subject to final approval by the District Court.
As required by the preliminary approval order, the Stipulation of Settlement, dated September 28, 2018 (the “Stipulation”), and the Notice of Pendency and Proposed Settlement, dated November 5, 2018 (the “Notice”), are attached to this Current Report on Form8-K as Exhibits 99.1 and 99.2, respectively, each of which is incorporated by reference into this Current Report onForm 8-K. The Notice and the Stipulation are also available on Puma Biotechnology, Inc.’s (the “Company”) website at https://investor.pumabiotechnology.com/legal-notices. Other information contained in or accessible through the Company’s website does not constitute part of, and is not incorporated into, this Current Report on Form8-K.
Subject to final approval of the settlement by the District Court, and in exchange for a release of all claims by the plaintiffs and a dismissal of the Derivative Actions with prejudice, the Company has agreed to (i) implement certain corporate governance reforms as set forth in Exhibit A to the Stipulation, and (ii) instruct the Company’s insurer to pay the plaintiffs’ attorneys a total of $1,175,000.
Use of Forward-Looking Statements
This Form8-K contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this Form8-K regarding: (i) the Stipulation, (ii) the impact of such settlement, including related activities, approvals and payments, and (iii) other statements that are not historical facts, constitute forward-looking statements. All forward-looking statements, including the forward-looking statements in this Form8-K, involve risks and uncertainties that could cause the Company’s actual results to differ materially from the anticipated results and expectations expressed in these forward-looking statements. These statements are based on current expectations, forecasts and assumptions, and actual outcomes and results could differ materially from these statements due to a number of factors, which include, but are not limited to, the risk factors disclosed in the periodic and current reports filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s Annual Report on Form10-K for the year ended December 31, 2017. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update these forward-looking statements, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
