LA JOLLA PHARMACEUTICAL CO : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

LJPC

Item 1.02 Termination of Material Definitive Agreement.

Effective as of August 22, 2022, and immediately following the effective time of the Merger (the "Effective Time"), the Company terminated the Company's Amended and Restated 2013 Equity Incentive Plan and the Company's 2018 Employee Stock Purchase Plan.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, pursuant to the Merger Agreement, Purchaser conducted a tender offer to acquire all of the issued and outstanding shares of the Company's common stock, par value $0.0001 per share (the "Shares"), other than any Parent-Owned Shares and Company-Owned Shares (each as defined below), at a purchase price of $6.23 per Share in cash (the "Offer Price"), without interest and subject to any applicable withholding taxes (the "Merger Consideration"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 25, 2022 (as amended or supplemented from time to time, the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase and other related materials, as each as amended or supplemented from time to time, the "Offer").

The Offer expired one minute after 11:59 P.M., New York City time, on August 19, 2022 as scheduled and was not extended. According to American Stock Transfer and Trust Company, LLC, the depositary for the Offer, 21,703,224 Shares were validly tendered and not withdrawn pursuant to the Offer, which Shares represented approximately 87% of the outstanding Shares, satisfying the minimum tender condition to the Offer. Each other condition to the Offer was satisfied or waived, and Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn.

On August 22, 2022, following consummation of the Offer, Purchaser merged with and into the Company (the "Merger"), with the Company surviving as a wholly-owned subsidiary of the Parent. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the "DGCL"), with no vote of the Company stockholders required to consummate the Merger. At the effective time of the Merger (the "Effective Time"), each issued and outstanding Share (other than (i) Shares owned at the commencement of the Offer and immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly-owned subsidiary of Parent (the "Parent-Owned Shares"), (ii) Shares owned immediately prior to the Effective Time by the Company (or held in the Company's treasury) (the "Company-Owned Shares") and (iii) Shares held by stockholders who are entitled to, and who have properly exercised and perfected their respective demands for, appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn their respective demand nor otherwise lost their respective rights to appraisal pursuant to Section 262 of the DGCL), was converted into the right to receive an amount in cash equal to the Merger Consideration, without interest and subject to any applicable withholding of taxes. Additionally, each issued and outstanding share the Company's Series C-12 Convertible Preferred Stock, par value $0.0001 per share (each, a "Preferred Share") (other than (i) Preferred Shares owned at the commencement of the Offer and immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly-owned subsidiary of Parent, (ii) Preferred Shares owned immediately prior to the Effective Time by Parent (or held in La Jolla's treasury) and (iii) Preferred Shares held by stockholders who are entitled to, and who have properly exercised and perfected their respective demands for, appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn their respective demand nor otherwise lost their respective rights to appraisal pursuant to Section 262 of the DGCL), was converted into the right to receive an amount in cash equal to 1,724.04 times the Merger Consideration (the "Preferred Share Consideration"), without interest and subject to any applicable withholding of taxes.

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On August 22, 2022, the Company (a) notified the Nasdaq Capital Market ("Nasdaq") of the consummation of the Merger and (b) requested that Nasdaq: (i) halt trading of the Common Stock for August 22, 2022 and suspend trading of the Common Stock effective August 22, 2022; and (ii) file with the Securities and Exchange Commission ("SEC") a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file a certification on Form 15 with the SEC requesting the deregistration of the Common Stock and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth in Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

In accordance with the terms of the Merger Agreement: (i) each of Kevin Tang, Larry Edwards, Craig Johnson, Laura Johnson, David Ramsay and Robert Rosen resigned from his or her respective position as a member of the Company's Board of Directors, and any committee thereof, effective at the Effective Time (as defined in the Merger Agreement); and (ii) Kevin Tang, resigned from his position as Chairman of the Company's Board of Directors.

Effective as of the Effective Time: (i) Pavel Raifeld, CFA, and Marianne Zhen, CPA, became members of the Company's Board of Directors; (ii) Larry Edwards will remain Chief Executive Officer and President, and "principal executive officer," as such term is defined under the Exchange Act, of the Company; and (iii) Michael Hearne will remain Chief Financial Officer, and "principal financial officer" and "principal accounting officer," as such terms are defined under the Exchange Act, of the Company. Information about Mr. Raifeld and Ms. Zhen is contained in the Parent's and Purchaser's Offer to Purchase, dated July 25, 2022, which information is incorporated herein by reference. Information about Messrs. Edwards and Hearne is contained in the Company's Annual Report on Form 10-K, which information is incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time. Copies of the Company's amended and restated certificate of incorporation and amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

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