UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, DC 20549 |
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FORM 8-K |
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CURRENT REPORT |
Pursuant to Section 13 or 15(d) of the |
Securities Exchange Act of 1934 |
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Date of report (Date of earliest event reported):June 3, 2015 |
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Biota Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter) |
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Delaware | 001-35285 | 59-1212264 |
(State or Other Jurisdiction | (Commission | (IRS Employer |
of Incorporation) | File Number) | Identification No.) |
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2500 Northwinds Parkway, Suite 100 | |
Alpharetta, GA | 30009 |
(Address of Principal Executive Offices) | (Zip Code) |
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Registrant’s telephone number, including area code: (678)221-3350 |
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Not Applicable |
(Former name or former address, if changed since last report) |
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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: |
☐ 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)) |
Item 2.01 Completion of Acquisition or Disposition of Assets
On June 3, 2015, Biota Pharmaceuticals, Inc. (the “Company”) consummated the acquisition (the “Acquisition”) of all of the outstanding shares of Anaconda Pharma (“Anaconda”) pursuant to the terms and conditions of the Stock Purchase Agreement (the “Agreement”), dated as of February 25, 2015, among the Company, each of the shareholders of Anaconda party thereto (the “Sellers”), and the Holder Representative thereunder. In connection with the Acquisition, the Company paid the Sellers an aggregate purchase price (the “Purchase Price”) consisting of: (i) 3.5 million shares of the Company’s common stock and (ii) $8.0 million in cash. The Purchase Price is subject to certain post-closing adjustments as well as an aggregate of up to $30.0 million of contingent payments and low single-digit royalty payments, payable in cash, based on net sales of products covered by valid claims originating from Anaconda’s portfolio of patents, as more fully described in the Agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated June 3, 2015.
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.
| Biota Pharmaceuticals, Inc. | |
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Dated: June 4, 2015 | By: | /s/ Joseph M. Patti | |
| | Name: Joseph M. Patti | |
| | Title: Chief Executive Officer and President | |
| | | (Duly Authorized Officer) | |
EXHIBIT INDEX
Exhibit Number | | Description |
99.1 | | Press release dated June 3, 2015 |
