IVERIC bio, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-07-11: Form 8-K; Period of report 2023-07-11; 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.
- 2023-07-06: Form 8-K; Period of report 2023-07-06; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2023-05-23: Form 8-K; Period of report 2023-05-17; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
- 2023-05-01: Form 8-K; Period of report 2023-04-28; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-07-11 | 8-K | 2023-07-11 | 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 On July 11, 2023, in connection with the Merger, IVERIC repaid in full all outstanding indebtedness and all other amounts due and payable and terminated all commitments under that certain Loan and Security Agreement, dated as of July 26, 2022 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time prior to the Closing Date, the “IVERIC Credit Agreement”), by and among IVERIC and each of its subsidiaries party thereto, as borrowers, the lenders party thereto and Hercules Capital, Inc., as administrative agent and collateral agent. 2.01 The information set forth in the Introduction to this Current Report on Form 8-K (the “Introduction”) is incorporated into this Item 2.01 by reference. 3.01 In connection with the closing of the Merger, IVERIC notified The Nasdaq Stock Market LLC (“Nasdaq”) of its intent to remove the Shares from listing on The Nasdaq Global Select Market and requested that Nasdaq (i) suspend trading of the Shares on The Nasdaq Global Select Market following the close of trading on July 11, 2023 and (ii) file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in the Introduction and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introduction and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference. 5.02 In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with IVERIC), each of the directors of IVERIC (Glenn P. Sblendorio, Pravin U. Dugel, Mark S. Blumenkranz, Axel Bolte, Adrienne L. Graves, Jane P. Henderson, Christine A. Miller and Calvin W. Roberts) resigned as a member of the board of directors of IVERIC as of the Effective Time. 5.03 At the Effective Time, the Restated Certificate of Incorporation of IVERIC, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the amended and restated certificate of incorporation set forth on Annex I to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”), in accordance with the terms of the Merger Agreement. | tm2320976d1_8k.htm |
| 2023-07-06 | 8-K | 2023-07-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 6, 2023, IVERIC bio, Inc. (“IVERIC”) held a special meeting of stockholders via the Internet virtually via live webcast (the “Special Meeting”). | tm2320672d1_8k.htm |
| 2023-05-23 | 8-K | 2023-05-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 At the 2023 Annual Meeting of Stockholders of IVERIC bio, Inc. (the “Company” or "Iveric Bio") held on May 17, 2023 (the “Annual Meeting”), the Company’s stockholders approved the IVERIC bio, Inc. 2023 Stock Incentive Plan (the “2023 Plan”), which had previously been adopted by the Company’s board of directors (the “Board”) subject to stockholder approval. 5.07 The following is a summary of the matters voted on at the Annual Meeting and the results of such votes. | isee-20230517.htm |
| 2023-05-01 | 8-K | 2023-04-28 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On April 28, 2023, the Board approved an amendment to the Company’s existing Amended and Restated Bylaws (the “Bylaws”) to add a new Article V, Section 9 forum selection provision (the “Forum Selection Amendment”). 8.01 On April 30, 2023, the Company and Guarantor issued a joint press release announcing entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated herein by reference. | tm2314189d1_8k.htm |
| 2023-03-20 | 8-K | 2023-03-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | isee-20230314.htm |
| 2023-03-10 | 8-K | 2023-03-10 | 8.01 Other Events | 8.01 The Company currently maintains a de minimis amount of cash and cash equivalents, in the low single digit millions of U.S. dollars, with Silicon Valley Bank ("SVB"). | isee-20230310.htm |
| 2023-03-01 | 8-K | 2023-03-01 | 2.02 Results of Operations and Financial Condition | 2.02 On March 1, 2023, IVERIC bio, Inc. (the "Company") announced its financial results for the three months and full year ended December 31, 2022. | isee-20230301.htm |
| 2023-01-06 | 8-K | 2022-12-31 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.02 Although it has not finalized its full financial results for the fourth quarter and fiscal year ended December 31, 2022, the Company expects to report that it had approximately $646.8 million in cash, cash equivalents and available for sale securities as of December 31, 2022. 5.02 On December 31, 2022, the Board of Directors (the “Board”) of the Company increased the size of the Board from seven directors to eight directors, and elected Pravin U. Dugel, MD, President of the Company, as a Class I director, effective January 1, 2023. 8.01 The information in Item 2.02 of this Form 8-K is incorporated by reference. | isee-20221231.htm |