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): April 11, 2016
Aviragen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-35285 |
59-1212264 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2500 Northwinds Parkway, Suite 100 Alpharetta, GA |
30009 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (678) 221-3350
Not Applicable
(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 5.03 – Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 11, 2016, Aviragen Therapeutics, Inc. (formerly known as Biota Pharmaceuticals, Inc.) (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The Charter Amendment amended the Company’s Certificate of Incorporation to effect a change of the Company’s corporate name from “Biota Pharmaceuticals, Inc.” to “Aviragen Therapeutics, Inc.” (the “Name Change”). The Name Change was approved by the Company’s board of directors on April 11, 2016.
In connection with the Name Change, the Company also amended its bylaws (the “Bylaws Amendment”) to reflect the new corporate name. A copy of the Bylaws Amendment is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 8.01 – Other Events
In connection with the Name Change, the new symbol of the Company is AVIR and the new CUSIP number for the Company’s common stock is 053761102.
On April 12, 2016, the Company issued a press release announcing the Name Change, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
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Description |
| 3.1 |
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Certificate of Amendment of the Certificate of Incorporation of Aviragen Therapeutics, Inc. (f/k/a Biota Pharmaceuticals, Inc.), as filed with the Secretary of State of the State of Delaware on April 11, 2016. |
| 3.2 |
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Certificate of Amendment to Bylaws of Aviragen Therapeutics, Inc. (f/k/a Biota Pharmaceuticals, Inc.), dated April 11, 2016. |
| 99.1 |
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Press release dated April 12, 2016. |
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.
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Aviragen Therapeutics, Inc. | |
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Date: April 13, 2016 |
/s/ Joseph M Patti | |
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Name: |
Joseph M Patti |
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Title: |
Chief Executive Officer and President |
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(Duly Authorized Officer) |
EXHIBIT INDEX
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Exhibit Number |
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Description | ||
| 3.1 | Certificate of Amendment of the Certificate of Incorporation of Aviragen Therapeutics, Inc. (f/k/a Biota Pharmaceuticals, Inc.), as filed with the Secretary of State of the State of Delaware on April 11, 2016. | |||
| 3.2 | Certificate of Amendment to Bylaws of Aviragen Therapeutics, Inc. (f/k/a Biota Pharmaceuticals, Inc.), dated April 11, 2016. | |||
| 99.1 | Press release dated April 12, 2016. | |||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
BIOTA PHARMACEUTICALS, INC.
Biota Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY:
FIRST: That, at a meeting of the Board of Directors of the Corporation on April 11, 2016, the following resolutions were duly adopted, declaring advisable and approving the following amendment to the Certificate of Incorporation of the Corporation:
WHEREAS, Sections 242(a)(1) and 242(b)(1) of the Delaware General Corporation Law provide that the board of directors of a corporation may amend its certificate of incorporation after receipt of payment for its capital stock to change its corporate name without submitting such amendment to a vote of its stockholders; and
WHEREAS, the Board of Directors (the “Board”) of the Corporation declares it advisable and in the best interest of the Corporation and its stockholders to amend the Certificate of Incorporation of the Corporation, as amended to date (the “Certificate of Incorporation”) to change the name of the Corporation from “Biota Pharmaceuticals, Inc.” to “Aviragen Therapeutics, Inc.” (the “Name Change”).
NOW, THEREFORE, BE IT
RESOLVED, that Article First of the Certificate of Incorporation is hereby deleted and replaced in its entirety with the following:
“The name of the corporation is Aviragen Therapeutics, Inc.”;
RESOLVED, that the officers of the Corporation (the “Authorized Officers”) be, and each of them hereby is, authorized, empowered and directed to file a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware, and to take all other actions necessary or appropriate, to effect the Name Change.
Second: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242(a)(1) and 242(b)(1) of the General Corporation Law of the State of Delaware without a meeting or vote of the Corporation’s stockholders.
Third: That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 11 day of April, 2016.
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BIOTA PHARMACEUTICALS, INC. |
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By: |
/s/ Joseph M. Patti |
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Name: Joseph M. Patti |
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Title: |
Chief Executive Officer and President |
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Exhibit 3.2
Certificate of Amendment
of the Bylaws (as amended) of
Aviragen Therapeutics, Inc.
I, Peter Azzarello, in my capacity as Secretary of Aviragen Therapeutics, Inc. (f/k/a Biota Pharmaceuticals, Inc.), a Delaware corporation (the “Company”), certify that on April 11, 2016, the Board of Directors of the Company adopted a resolution approving an amendment to the Bylaws of the Company (the “Bylaws”) as provided below, pursuant to Article XVII of the Bylaws.
NOW, THEREFORE, the Bylaws are hereby amended as follows:
1. Defined Terms. Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the Bylaws.
2. Amendments to Bylaws
(a) The Bylaws shall be amended by replacing the reference to “Biota Pharmaceuticals, Inc.” with the phrase “Aviragen Therapeutics, Inc.”
3. Except as expressly amended hereby, the Bylaws remain in full force and effect.
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Dated: April 11, 2016 |
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By: |
/s/ Peter Azzarello |
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Name: |
Peter Azzarello |
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Title: |
Secretary |
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Exhibit 99.1
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PRESS RELEASE |
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IMMEDIATE RELEASE |
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BIOTA PHARMACEUTICALS, INC, ANNOUNCES NAME CHANGE TO AVIRAGEN THERAPEUTICS, INC. (NASDAQ: AVIR)
ATLANTA, GA – April 12, 2016 – Biota Pharmaceuticals, Inc. (NASDAQ:BOTA) today announced that the Company has changed its name to Aviragen Therapeutics, Inc., (“Aviragen Therapeutics”), a pharmaceutical company focused on the development of the next generation of direct-acting antivirals that address infections that have limited therapeutic options.
“A meaningful transformation has taken place over the last two years as we transitioned from a drug discovery and early-stage licensing organization to one focused on drug development and progressing key late-stage product candidates in important viral diseases. Our name change reflects this transition and better defines our strategic initiatives moving forward,” said Joseph Patti, PhD, President and Chief Executive Officer of Aviragen Therapeutics. “Specifically, our recent initiation of a Phase 2a efficacy study of BTA585 for the treatment of RSV infections highlights our focus on bringing new medicines to treat and prevent viral infections with limited therapeutics options. As Aviragen Therapeutics, we will continue to advance and expand our promising pipeline of anti-viral drugs.”
The name change become effective on April 11, 2016 and the Company’s common stock will begin trading on the NASDAQ Stock Exchange under the new ticker symbol “AVIR” on April 13, 2016. The Company will have a new website address: www.aviragentherapeutics.com.
About Aviragen Therapeutics
Aviragen Therapeutics is focused on the discovery and development of the next generation of direct-acting antivirals to treat infections that have limited therapeutic options and affect a significant number of patients globally. The Company has three product candidates in active clinical development: These include vapendavir, an oral treatment for human rhinovirus upper (HRV) respiratory infections in moderate-to-severe asthmatics currently being evaluated in the Phase 2b SPIRITUS trial; BTA585, an oral fusion protein inhibitor which received Fast Track designation by the U.S. FDA, in Phase 2 development for the treatment and prevention of respiratory syncytial virus (RSV) infections; and BTA074, a topical antiviral treatment in Phase 2 development for condyloma caused by human papillomavirus types 6 & 11. For additional information about the Company, please visit www.aviragentherapeutics.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve known and unknown risks and uncertainties concerning Aviragen Therapeutics’ business, operations and financial performance. Any statements that are not of historical facts may be deemed to be forward-looking statements. Various important factors could cause actual results, performance, events or achievements to materially differ from those expressed or implied by forward-looking statements, including: the Company, the U.S. Food and Drug Administration (FDA) or a similar regulatory body in another country, a data safety monitoring board, or an institutional review board delaying, limiting, suspending or terminating the clinical development of any of the Company's product candidates at any time for a lack of safety, tolerability, regulatory or manufacturing issues, or any other reason whatsoever; the Company's ability to secure, manage and retain qualified third-party clinical research data management and contract manufacturing organizations upon which it relies to assist in the design, development, implementation and execution of the clinical development of all its product candidates and those organizations’ ability to successfully execute their contracted responsibilities; the Company’s ability to comply with applicable government regulations in various countries and regions in which we are conducting, or expect to conduct, clinical trials; and other cautionary statements contained elsewhere in this press release and in our Annual Report on Form 10-K, Quarterly Report on Form 10-Q and our other reports filed with the Securities and Exchange Commission. There may be events in the future that the Company is unable to predict, or over which it has no control, and the Company’s business, financial condition, results of operations and prospects may change in the future. The Company may not update these forward-looking statements more frequently than quarterly unless it has an obligation under U.S. Federal securities laws to do so.
Contacts:
Mark Colonnese
Executive Vice President and Chief Financial Officer
Aviragen Therapeutics, Inc.
(678) 221-3381
mcolonnese@aviragentherapeutics.com
Beth DelGiacco
Stern Investor Relations, Inc.
(212) 362-1200
beth@sternir.com