SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2006
ENTREMED, INC.
(Exact name of issuer as specified in charter)
Delaware (State or other jurisdiction of incorporation | 0-20713 (Commission File Number) | 58-1959440 (I.R.S. Employer Identification Number) |
9640 Medical Center Drive
Rockville, Maryland
Rockville, Maryland
(Address of principal executive offices)
20850
(Zip code)
(240) 864-2600
(Registrant’s telephone number, including area code)
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 (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
On January 17, 2006, EntreMed, Inc. (the “Company”) filed a Current Report on Form 8-K (“Original 8-K”) with the Securities and Exchange Commission to report, among other things, the merger of E.M.K. Sub, Inc., a wholly owned subsidiary of the Company, with and into Miikana Therapeutics, Inc. (“Miikana”). This Form 8-K/A is being filed to provide required financial statements and pro forma financial information within 71 days after the date on which the Original 8-K was required to be filed. Item 9.01 is hereby amended and restated as follows:
(a) | Financial Statements of Business Acquired. | |||||
Attached as Exhibit 99.2 are the audited financial statements of Miikana for the Years Ended June 30, 2005 and June 30, 2004. | ||||||
Attached as Exhibit 99.3 are the unaudited financial statements of Miikana for the Six Month Periods Ended December 31, 2005 and December 31, 2004. | ||||||
(b) | Pro Forma Financial Information. | |||||
Attached as Exhibit 99.4 are the unaudited pro forma combined financial information for the Year ended December 31, 2005. | ||||||
(d) | Exhibits. | |||||
23.1 | Consent of Reznick Group, P.C. | |||||
99.2 | Audited financial statements of Miikana for the Years Ended June 30, 2005 and June 30, 2004. | |||||
99.3 | Unaudited financial statements of Miikana for the Six Month Periods Ended December 31, 2005 and December 31, 2004. | |||||
99.4 | Unaudited pro forma combined financial information for the Year Ended December 31, 2005. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENTREMED, INC. | ||||
By | /s/ Dane Saglio | |||
Dane Saglio Chief Financial Officer |
Date: March 29, 2006