Form 8-K - Current report

REATA PHARMACEUTICALS INC DE false 0001358762 0001358762 2023-09-21 2023-09-21

 

 

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): September 21, 2023

 

 

Reata Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

DELAWARE		001-37785		11-3651945
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5320 Legacy Drive

Plano, TX 75024

(Address of Principal executive offices, including zip code)

[phone]

(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 (see General Instruction A.2. below):

 

☐	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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, Par Value $0.001 Per Share		RETA		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

On September 21, 2023, Reata Pharmaceuticals, Inc., a Delaware corporation (“Reata” or the “Company”), held a virtual-only special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement of Reata prepared in connection with the Merger Agreement (as defined below) filed with the U.S. Securities and Exchange Commission on August 22, 2023, which was first mailed to stockholders of Reata on August 22, 2023.

As of the close of business on August 18, 2023, the record date for the Special Meeting (the “Record Date”), 33,587,596 shares of the Company’s Class A common stock (“Class A Common Stock”) and 4,509,667 shares of the Company’s Class B common stock (“Class B Common Stock,” and together with Class A Common Stock, “Common Stock”) were outstanding and entitled to vote at the Special Meeting. Holders of Class A Common Stock were entitled to one vote per share held as of the Record Date, and holders of the Company’s Class B Common Stock were entitled to three votes per share held as of the Record Date. Accordingly, the total votes represented by Reata’s outstanding Common Stock on the Record Date were 47,116,597. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.

 

1.

Proposal No. 1 - The Merger Proposal: To approve and adopt the Agreement and Plan of Merger, dated as of July 28, 2023, as such agreement may be amended from time to time (the “Merger Agreement”), by and among Biogen Inc., a Delaware corporation (“Biogen”), River Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Biogen (“Merger Sub”), and Reata pursuant to which Merger Sub will be merged with and into Reata, with Reata surviving as a wholly-owned subsidiary of Biogen (the “Merger”).

The Merger Proposal was approved by the requisite vote as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
41,461,455		39,094		34,360		0

 

2.

Proposal No. 2 - The Advisory Compensation Proposal: To approve, on an advisory, non-binding basis, compensation that will or may be paid or become payable to Reata’s named executive officers in connection with the Merger contemplated by the Merger Agreement.

The Advisory Compensation Proposal was approved by the requisite vote as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
28,023,999		12,977,053		533,857		0

 

3.

Proposal No. 3 - The Adjournment Proposal: To approve to adjourn the Special Meeting to a later date if necessary and appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Although the Adjournment Proposal was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal, it was approved by the requisite vote as follows:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
40,145,724		1,261,433		127,752		0

No other matters were submitted for stockholder action at the Special Meeting.

 

Item 8.01

Other Events.

On September 21, 2023, the Company issued a press release announcing, among other things, the adoption of the Merger Agreement by the Company’s stockholders at the Special Meeting.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

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Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

 

99.1		Press Release, dated September 21, 2023.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

 

3

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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.

 

				Reata Pharmaceuticals, Inc.
Date: September 21, 2023				By:		/s/ Manmeet S. Soni
						Manmeet S. Soni
						Chief Operating Officer, Chief Financial Officer and President

 

4

Exhibit 99.1

 

REATA PHARMACEUTICALS STOCKHOLDERS APPROVE MERGER TRANSACTION WITH BIOGEN INC.

PLANO, Texas—September 21, 2023 (BUSINESS WIRE)—Reata Pharmaceuticals, Inc. (Nasdaq: RETA) (“Reata,” the “Company,” “our,” “us,” or “we”), a global, biopharmaceutical company focused on developing and commercializing novel therapies for patients with severe diseases, announced that at a special meeting held today, preliminary results indicate that the stockholders of the Company voted to approve the Company’s previously announced acquisition (the “Merger”) by Biogen Inc., a Delaware corporation (“Biogen”).

Approximately 99.65 percent of the votes cast by the Company’s Class A common stockholders and Class B common stockholders, voting as a single class, entitled to vote at the special meeting, voted to approve the Merger, which represents approximately 87.99 percent of the total voting power of the shares of the Company’s Class A common stock and Class B common stock entitled to vote at the special meeting. The Company will file a Current Report on Form 8-K disclosing the full results of the vote. The expected closing date of the Merger is September 26, 2023.

“We are pleased to announce that our stockholders have approved our acquisition by Biogen. This marks a significant milestone in Reata’s journey, and I thank our stockholders for their strong support,” said Warren Huff, Chairman and Chief Executive Officer at Reata. “We believe the acquisition by Biogen will significantly advance Reata’s vision of developing and delivering novel therapies to patients with rare diseases.”

About Reata

Reata is a global, biopharmaceutical company committed to developing and commercializing novel therapeutics for patients with serious or life-threatening diseases with few or no approved therapies. We focus on molecular pathways involved in the regulation of cellular metabolism and inflammation. Reata developed the first and only product for Friedreich’s ataxia approved by the U.S. Food and Drug Administration. In addition, Reata is developing cemdomespib for the treatment of patients with diabetic neuropathic pain and Nrf2 activators for neurological diseases. Cemdomespib is an investigational drug, and its safety and efficacy has not been established by any regulatory agency. For more information visit www.reatapharma.com and follow us on LinkedIn and Twitter.

Cautionary Statement Regarding Forward-Looking Statements

The information included herein and in any oral statements made in connection herewith contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect the Company’s current beliefs, expectations or intentions regarding future events and speak only as of the date they are made. Words such as “may,” “might,” “will,” “could,” “should,” “would,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “forecast,” “outlook,” “continue,” “currently,” and similar expressions are intended to identify such forward-looking statements. The statements in this communication that are not historical statements are forward-looking statements within the meaning of the federal securities laws. Specific forward-looking statements include, among others, statements regarding the expected timetable for completing the proposed transaction, benefits of the proposed transaction, costs and other anticipated financial impacts of the proposed transaction. Forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict and many of which are beyond the Company’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the timing to consummate the proposed transaction; the conditions to closing of the proposed transaction may not be satisfied or the closing of the proposed transaction otherwise does not occur; the risk that a regulatory approval that may be required to consummate the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated or conditions that Biogen is not obligated to accept; the diversion of management time on transaction-related issues; expectations regarding regulatory approval of the transaction; results of litigation, settlements and investigations; actions by third parties, including governmental agencies; global economic conditions; adverse industry conditions; potential business uncertainty, including changes to existing business relationships during the pendency of the proposed transaction that could affect financial performance; legal proceedings; governmental regulation; the ability to retain management and other personnel; and other economic, business, or competitive factors.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s filings with the SEC. The Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) may be obtained by contacting the Company, through the Company’s website at https://www.reatapharma.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System at https://www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement.

# # #

Contact:

Reata Pharmaceuticals, Inc.

[phone]

https://www.reatapharma.com/

Investor Relations & Media Relations:

John Hunter [e-mail]

Wendy Segal [e-mail]

https://www.reatapharma.com/contact-us/

Document and Entity Information	Sep. 21, 2023
Cover [Abstract]
Entity Registrant Name	REATA PHARMACEUTICALS INC
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0001358762
Document Type	8-K
Document Period End Date	Sep. 21, 2023
Entity File Number	001-37785
Entity Tax Identification Number	11-3651945
Entity Address, Address Line One	5320 Legacy Drive
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	(972)
Local Phone Number	865-2219
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, Par Value $0.001 Per Share
Trading Symbol	RETA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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