ARDEA BIOSCIENCES, INC./DE Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-06-22: Form 8-K; Period of report 2012-06-19; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2012-06-13: Form 8-K; Period of report 2012-06-13; Description 8.01 Other Events; Details 8.01.
- 2012-06-05: Form 8-K; Period of report 2012-05-31; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2012-05-30: Form 8-K; Period of report 2012-05-30; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-06-22 | 8-K | 2012-06-19 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the Merger, at the Effective Time (as defined below), each outstanding Company warrant was canceled and each holder thereof became entitled to receive an amount in cash, without interest, equal to the product of (i) the difference between $32.00 and the exercise price of such Company warrant and (ii) the number of shares of Company common stock underlying such Company warrant. 2.01 Pursuant to the terms of the Agreement and Plan of Merger, dated as of April 21, 2012 (the “Merger Agreement”), by and among the Company, QAM Corp. and Zeneca, at the effective time of the Merger (the “Effective Time”), each outstanding share of common stock of the Company was canceled and converted into the right to receive $32.00 in cash, without interest (the “Per Share Merger Price”). 3.01 On June 19, 2012, in connection with the completion of the Merger, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) that each outstanding share of Company common stock was cancelled and converted into the right to receive the Per Share Merger Price and requested that NASDAQ file with the SEC a notification of removal from listing on Form 25 to report that shares of Company common stock will no longer be listed on the NASDAQ Global Select Market. 3.03 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. 5.01 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. 5.02 In connection with the Merger and at the Effective Time, each of the then-current directors of the Company resigned. 5.03 In connection with the Merger and at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. | d369465d8k.htm |
| 2012-06-13 | 8-K | 2012-06-13 | 8.01 Other Events | 8.01 As previously disclosed, on April 24, 2012, Ardea Biosciences, Inc., a Delaware corporation (“we”, “us”, “our”, “Ardea” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zeneca Inc., a wholly owned subsidiary of AstraZeneca PLC (“Zeneca”), and QAM Corp., a wholly owned subsidiary of Zeneca (“Merger Sub”). | d365682d8k.htm |
| 2012-06-05 | 8-K | 2012-05-31 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On May 31, 2012, Ardea Biosciences, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders. 8.01 On June 5, 2012, Ardea Biosciences, Inc. issued a press release announcing the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. | d360097d8k.htm |
| 2012-05-30 | 8-K | 2012-05-30 | 7.01 Regulation FD Disclosure | 7.01 On May 30, 2012, Ardea Biosciences, Inc. (the "Company") issued the press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K and that is incorporated by reference into this Item announcing that the Company has earned a $7.5 million milestone payment from Bayer HealthCare under the terms of their April 2009 global license agreement to develop and commercialize the Company's mitogen-activated ERK kinase inhibitor compounds for cancer and other indications. | htm_45237.htm |
| 2012-05-07 | 8-K | 2012-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2012, Ardea Biosciences, Inc. (the "Company") reported its results of operations for the quarter ended March 31, 2012. | htm_44969.htm |
| 2012-04-24 | 8-K | 2012-04-21 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 23, 2012, the Company issued a press release announcing that it had entered into the Merger Agreement. | d339523d8k.htm |
| 2012-04-02 | 8-K | 2012-03-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On March 27, 2012, our Board of Directors approved our 2012 Executive Bonus Plan, a summary of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | htm_44639.htm |
| 2012-03-09 | 8-K | 2012-03-09 | 2.02 Results of Operations and Financial Condition | 2.02 On March 9, 2012, Ardea Biosciences, Inc. (the "Company") reported its results of operations for the quarter and and year ended December 31, 2011. | htm_44476.htm |
| 2012-02-06 | 8-K | 2012-02-01 | 8.01 Other Events | 8.01 On February 1, 2012, we entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies & Company, Inc., as representative of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of 8,500,000 shares of our common stock, par value $0.001 per share, including 900,000 and 426,470 shares of common stock sold to entities affiliated with two of our directors and principal stockholders, Felix J. Baker and Kevin C. Tang, respectively. | d292037d8k.htm |
| 2012-01-31 | 8-K | 2012-01-31 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 We estimate that our cash, cash equivalents and short-term investments, available-for-sale were approximately $96.0 million as of December 31, 2011. 8.01 We are filing the following information with the Securities and Exchange Commission for the purpose of updating certain aspects of our publicly disclosed descriptions of our business. | d292407d8k.htm |
| 2012-01-09 | 8-K | 2012-01-09 | 7.01 Regulation FD Disclosure | 7.01 A copy of presentation materials describing the Company’s business to be used by the Company from time to time is filed as Exhibit 99.1 hereto. | d279451d8k.htm |