UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 1, 2010
MDRNA, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-13789 | 11-2658569 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3830 Monte Villa Parkway, Bothell, Washington | 98021 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 425-908-3600
Not Applicable
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | 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 8.01. | Other Events |
Conference Call Regarding Merger
On April 1, 2010, MDRNA, Inc. (“MDRNA” or the “Registrant”) and Cequent Pharmaceuticals, Inc., a privately-held Delaware corporation (“Cequent”) executed a definitive merger agreement (the “Merger Agreement”), which was announced via press release, as previously reported in MDRNA’s Current Report on Form 8-K filed April 1, 2010. On April 1, 2010, MDRNA and Cequent held a joint conference call, as also announced in the April 1, 2010 press release, to discuss the merger agreement and the anticipated transaction between MDRNA and Cequent. MDRNA has also prepared a slide presentation briefly describing the combined company following the consummation of the merger. The transcript of the conference call and the slide presentation are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report.
Additional Information about the Merger will be filed with the SEC
This report and the exhibit(s) attached hereto may be deemed to be solicitation material regarding the proposed merger of MDRNA and Cequent. In connection with the proposed merger, MDRNA intends to file relevant materials and documents with the Securities and Exchange Commission (SEC), including a proxy statement, which will be mailed to the stockholders of MDRNA. Investors and the public are urged to read these materials carefully and in their entirety when they become available because they will contain important information about the companies, the proposed merger and the expectations for the combined company. The proxy statement and other relevant materials (when they become available), and any and all documents filed with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and the public may obtain free copies of the documents filed with the SEC by MDRNA by directing a written request to MDRNA, Inc., 3830 Monte Villa Parkway, Bothell, Washington 98021, Attention: Investor Relations. The directors, executive officers and employees of MDRNA may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the special interests of these directors, executive officers and employees in the proposed transaction, if any, will be included in the proxy statement referred to above.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
Exhibit No. | Description | |
99.1 | Transcript of April 1, 2010 Conference Call held by MDRNA, Inc. and Cequent Pharmaceuticals, Inc. | |
99.2 | Slide Presentation of MDRNA, Inc. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MDRNA, Inc. | ||||||
| April 2, 2010 | By: | /s/ J. MICHAEL FRENCH | ||||
| Name: | J. Michael French | |||||
| Title: | President and Chief Executive Officer | |||||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Transcript of April 1, 2010 Conference Call held by MDRNA, Inc. and Cequent Pharmaceuticals, Inc. | |
99.2 | Slide Presentation of MDRNA, Inc. | |
