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) March 2, 2010
Nabi Biopharmaceuticals
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-04829 | 59-1212264 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 12276 Wilkins Avenue, Rockville, Maryland | 20852 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(301) 770-3099
(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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following provides a summary of votes cast for the proposals on which the stockholders of Nabi Biopharmaceuticals (the “Company”) voted at the special meeting of stockholders held on March 2, 2010:
Proposal 1—The approval of the exclusive option and license agreement between the Company and GlaxoSmithKline Biologicals S.A. and the transactions contemplated thereby, including, without limitation, the exclusive options and licenses to develop, commercialize and manufacture the Company’s nicotine conjugate vaccine candidate (NicVAX®) and certain related potential alternative forms of NicVAX® and future generation candidate vaccines based on NicVAX® intellectual property to be granted thereunder.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 36,355,893 | 84,158 | 31,583 | 0 |
Proposal 2—The approval of the adjournment of the special meeting, if necessary, to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve the preceding proposal.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 34,454,302 | 1,977,494 | 39,838 | 0 |
A copy of the press release issued on March 2, 2010 announcing that the Company’s stockholders have approved Proposal 1 described above is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release issued on March 2, 2010 |
SIGNATURES
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.
| NABI BIOPHARMACEUTICALS | ||
| By: | /s/ RAAFAT E.F. FAHIM, PH.D | |
| Name: | Raafat E.F. Fahim, Ph.D. | |
| Title: | President and Chief Executive Officer | |
Date: March 4, 2010
Exhibit 99.1
|
NEWS RELEASE | |
| Investor Relations 301-770-3099 | www.nabi.com |
||
FOR IMMEDIATE RELEASE
Nabi Biopharmaceuticals’ Stockholders Approve NicVAX Option and License Agreement
Rockville, MD, March 2, 2010 – Nabi Biopharmaceuticals (Nasdaq: NABI) (the “Company”) announced that, at today’s Special Meeting of Stockholders, its stockholders voted overwhelmingly to approve the exclusive option and license agreement for NicVAX® (Nicotine Conjugate Vaccine) with GlaxoSmithKline Biologicals S.A., dated as of November 13, 2009, and the transactions contemplated thereby.
More than 73 percent of the outstanding shares of the Company’s common stock were voted in favor of the transaction. Of the shares that were voted, more than 99% were voted in favor of the transaction.
“We are pleased and gratified by the strong support we have received from our stockholders,” said Dr. Raafat Fahim, President and Chief Executive Officer of Nabi Biopharmaceuticals. “We thank them for their approval of this agreement.”
The Company expects to successfully meet the remaining closing requirements under the exclusive option and license agreement, including a mutual agreement between Nabi and GSK on an initial NicVAX development plan, and close the agreement by the end of the first quarter.
About Nabi Biopharmaceuticals
Nabi Biopharmaceuticals leverages its experience and knowledge in powering the immune system to develop products that target serious medical conditions in the areas of nicotine addiction and gram-positive bacterial infections. Nabi Biopharmaceuticals is currently developing NicVAX® (Nicotine Conjugate Vaccine), an innovative and proprietary investigational vaccine for treatment of nicotine addiction and prevention of smoking relapse. The company is headquartered in Rockville, Maryland. For additional information about Nabi Biopharmaceuticals, please visit www.nabi.com
Forward-Looking Statements
Statements in this release that are not strictly historical are forward-looking statements and include statements about products in development, results and analyses of clinical trials and studies, research and development expenses, cash expenditures, licensure applications and approvals, and alliances and partnerships, among other matters. You can identify these forward-looking statements because they involve our expectations, intentions, beliefs, plans, projections, anticipations, or other characterizations of future events or circumstances. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that may cause actual results to differ materially from those in the forward-looking statements as a result of any number of factors. These factors include, but are not limited to, risks relating to our ability to: complete the remaining PentaStaph sale milestones; initiate and conduct clinical trials and studies; raise sufficient new capital resources to fully develop and commercialize our products in development; attract, retain and motivate key employees; collect further milestone and royalty payments under the PhosLo Agreement; obtain regulatory approval for our products in the U.S. or other markets; successfully contract with third party manufacturers for the manufacture and supply of NicVAX; consummate the closing under the NicVAX exclusive option and license agreement and complete the NicVAX regulatory, development and sales milestones thereunder; and comply with reporting and payment obligations under government rebate and pricing programs. Some of these factors are more fully discussed, as are other factors, in our Annual Report on Form 10-K for the fiscal year ended December 27, 2008 filed with the Securities and Exchange Commission.
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