Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 8, 2015

 

 

BG Medicine, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

001-33827

(Commission

File Number)

 

Delaware		04-3506204
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

 

880 Winter Street, Suite 210 Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

[phone]

(Registrant’s Telephone Number, Including Area Code)

 

(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 (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))

 

 

 

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Item 8.01.

Other Events.

On July 8, 2015, BG Medicine, Inc. (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-4 reverse stock split of its common stock. The reverse stock split took effect at 5:00 pm Eastern Time on July 8, 2015 and the Company’s common stock will open for trading on July 9, 2015 on a post-split basis.

The filing of the Certificate of Amendment followed (i) the approval by the Company’s stockholders at the Company’s 2015 Annual Meeting of Stockholders held on July 7, 2015 (the “Annual Meeting”) of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of its common stock, at a ratio in the range of 1-for-2 to 1-for-6, such ratio to be determined by the Company’s Board of Directors, and (ii) the subsequent approval by the Company’s Board of Directors of the specific 1-for-4 ratio. The results of the Annual Meeting and the approval of the reverse stock split were disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2015.

As a result of the reverse stock split that took effect on July 8, 2015, every four shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of its post-reverse split common stock. The reverse stock split reduces the number of shares of the Company’s common stock outstanding from approximately 34.6 million pre-reverse split shares to approximately 8.6 million post-reverse split shares. No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split will receive one whole share of common stock by virtue of rounding up such fractional share to the next highest whole share. The Company’s post-reverse split common stock has a new CUSIP number: 08861T206, but the par value and other terms of the common stock were not affected by the reverse stock split. The post-reverse split common stock will continue to trade on The NASDAQ Capital Market under the symbol “BGMD”.

The Company’s transfer agent, Computershare Trust Company, N.A., is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock.

On July 8, 2015, the Company also issued a press release announcing the reverse stock split.

A copy of the Certificate of Amendment to the Company’s Restated Certificate of Incorporation that was filed with the Secretary of State of the State of Delaware on July 8, 2015 is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the press release announcing the reverse stock split that the Company issued on July 8, 2015 is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
3.1		Certificate of Amendment to Restated Certificate of Incorporation of BG Medicine, Inc., dated July 8, 2015.
99.1		Press Release, dated July 8, 2015.

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SIGNATURE

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.

 

				BG MEDICINE, INC.
Date: July 8, 2015				/s/ Stephen P. Hall
				Stephen P. Hall
				Executive Vice President & Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

RESTATED CERTIFICATE OF INCORPORATION OF

BG MEDICINE, INC.

It is hereby certified that:

 

FIRST:		The name of the corporation is BG Medicine, Inc. (the “Corporation”).
SECOND:		The Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended by striking out Section A of Article Fourth in its entirety and by substituting in lieu of the following:

“A. Designation and Number of Shares.

The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 105,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 5,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). Upon the effectiveness of the certificate of amendment to the restated certificate of incorporation containing this sentence, each four (4) shares of the Common Stock issued and outstanding as of the date and time immediately preceding 5:00 p.m. on July 8, 2015, the effective time of a reverse stock split (the “Split Effective Time”), shall be automatically changed and reclassified, as of the Split Effective Time and without further action, into one (1) fully paid and non-assessable share of Common Stock. There shall be no fractional shares issued. A holder of record of Common Stock at the Split Effective Time who would otherwise be entitled to a fraction of a share of Common Stock shall, in lieu of such fractional share, be entitled to receive one whole share of Common Stock by virtue of rounding up such fractional share to the next highest whole share.”

 

THIRD:		The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware.

EXECUTED, effective as of this 8th day of July 2015.

 

BG Medicine, Inc.
By:		/s/ Paul R. Sohmer, M.D.
		Paul R. Sohmer, M.D.
		President & Chief Executive Officer

Exhibit 99.1

BG Medicine Announces One-for-Four Reverse Stock Split

Shares of Common Stock Will Begin Trading on a Split-Adjusted Basis on July 9, 2015

WALTHAM, Mass., July 8, 2015 (GLOBE NEWSWIRE) — BG Medicine, Inc. (Nasdaq:BGMD), the developer of the BGM Galectin-3® Test, today announced the effectiveness of a one-for-four reverse stock split of its common stock. The reverse stock split took effect at 5:00 pm Eastern Time on July 8, 2015 and the Company’s common stock will open for trading on the NASDAQ Capital Market on July 9, 2015 on a post-split basis.

The reverse stock split is intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market. As a result of the reverse stock split, every four shares of the Company’s common stock issued and outstanding prior to the opening of trading on July 9, 2015 will be consolidated into one issued and outstanding share, except to the extent that the reverse stock split results in any of the Company’s stockholders owning a fractional share, which would be rounded up to the next highest whole share. In connection with the reverse stock split, there will be no change in the nominal par value per share of $0.001.

Trading of the Company’s common stock on the NASDAQ Capital Market will continue, on a split-adjusted basis, with the opening of the markets on Thursday, July 9, 2015, under the existing trading symbol “BGMD” but with a new CUSIP number 08861T206. The reverse stock split reduces the number of shares of the Company’s common stock outstanding from approximately 34.6 million pre-reverse split shares to approximately 8.6 million post-reverse split shares.

The Company has retained its transfer agent, Computershare Trust Company, N.A. (“Computershare”), to act as its exchange agent for the reverse split. Computershare will provide stockholders of record as of the effective date a letter of transmittal providing instructions for the exchange of their certificates. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split.

The reverse stock split was approved within a range of one-for-two to one-for-six by the Company’s stockholders at the 2015 Annual Meeting of Stockholders held on July 7, 2015 and the specific ratio of one-for-four was subsequently approved by the Company’s Board of Directors. For more information regarding the reverse stock split, please refer to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on June 9, 2015.

About BG Medicine, Inc.

BG Medicine, Inc. (Nasdaq:BGMD), the developer of the BGM Galectin-3® Test, is focused on the development and delivery of diagnostic solutions to aid in the clinical management of heart failure and related disorders. For additional information about BG Medicine, heart failure and galectin-3 testing, please visit www.BG-Medicine.com.

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The BG Medicine Inc. logo is available for download here.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the reverse stock split of the Company’s common stock and its intended purpose. These forward-looking statements are neither promises nor guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. These risks and uncertainties include, among other things, the factors discussed under the heading “Risk Factors” contained in BG Medicine’s annual report and quarterly reports filed with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and BG Medicine disclaims any obligation to update the information contained in this press release as new information becomes available.

CONTACT: Stephen Hall, EVP & Chief Financial Officer

[phone]