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PBYI > SEC Filings for PBYI > Form 8-K/A on 16-Dec-2011All Recent SEC Filings

Show all filings for PUMA BIOTECHNOLOGY, INC.

Form 8-K/A for PUMA BIOTECHNOLOGY, INC.


16-Dec-2011

Entry into a Material Definitive Agreement, Completion of Acquisition


Item 1.01. Entry into a Material Definitive Agreement.

The disclosures set forth in Item 2.01 hereof are hereby incorporated by reference into this Item 1.01.



Item 2.01. Completion of Acquisition or Disposition of Assets.

Pursuant to an Agreement and Plan of Merger dated September 29, 2011, or the Merger Agreement, by and among Innovative Acquisitions Corp., which is referred to herein as the Company, IAC Merger Corporation, a Delaware corporation and wholly-owned subsidiary of the Company, or Merger Sub, and Puma Biotechnology, Inc., a Delaware corporation, which is referred to hereinafter as Puma, Merger Sub merged with and into Puma, with Puma remaining as the surviving entity and a wholly-owned operating subsidiary of the Company. This transaction is referred to throughout this report as the "Merger." The Merger was effective as of October 4, 2011, upon the filing of a certificate of merger with the Secretary of State of the State of Delaware.

At the effective time of the Merger, or the Effective Time, the legal existence of Merger Sub ceased and all of the 18,666,733 shares of Puma common stock, par value $0.0001 per share, that were outstanding immediately prior to the Effective Time were cancelled, with one share of Puma common stock issued to the Company. Simultaneously, the Company issued to the former holders of Puma common stock, in consideration of their capital stock of Puma, an aggregate of 18,666,733 shares of the Company's common stock, par value $0.0001 per share. In addition, Puma had certain warrants outstanding that reflected the right to acquire additional shares of Puma common stock in the event Puma issued additional securities for consideration below a specified level. In connection with the Merger, the Company assumed these warrants and these warrants became the right to acquire shares of Company common stock on the same terms and conditions.

Following the closing of the Merger, pursuant to the terms of a Redemption Agreement dated October 4, 2011, or the Redemption Agreement, by and among the Company and its then-current stockholders, the Company completed the closing of a redemption of an aggregate 3,000,000 shares of common stock, or the Redemption, from its former stockholders in consideration of an aggregate of $40,000, plus professional costs related to the transaction, not to exceed $40,000. The 3,000,000 shares constituted all of the issued and outstanding shares of the Company's capital stock, on a fully-diluted basis, immediately prior to the Merger.

As a condition to the Merger, the Company entered into an Indemnity Agreement dated September 29, 2011 with its former officers and directors, pursuant to which the Company agreed to indemnify such former officers and directors for actions taken by such officers and directors in their official capacities relating to the consideration, approval and consummation of the Merger and certain related transactions. A copy of the Indemnity Agreement is filed herewith as Exhibit 10.3, and is incorporated hereby by reference.

Upon completion of the Merger and the Redemption, the former stockholders of Puma held 100% of the outstanding shares of capital stock of the Company. Accordingly, the Merger represents a change in control of the Company. As of the date of this report, there are 18,706,733 shares of the Company's common stock and no shares of the Company's preferred stock outstanding.


The Merger will be accounted for as a capital transaction. Upon effectiveness of . . .


Item 3.02. Unregistered Sales of Equity Securities.

The disclosures set forth in Item 2.01 above are hereby incorporated by reference into this Item 3.02.



Item 4.01. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

The disclosures set forth under the heading "Changes in and Disagreements with Accountants on Accounting and Financial Disclosure" in Item 2.01 above are hereby incorporated by reference into this Item 4.01.



Item 5.01. Changes in Control of Registrant.

The disclosures set forth in Item 2.01 above are hereby incorporated by reference into this Item 5.01.



Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

At the Effective Time, our board of directors was reconstituted by the appointment of Alan H. Auerbach and Thomas R. Malley, with Mr. Auerbach serving as Chairman of the Board, and the resignations of Robert Johnson, Faraaz Siddiqi and Kapil Munjal from their roles as directors. Additionally, pursuant to an agreement with the investors in Puma's private placement offering of 14,666,733 shares of its common stock as referenced in Item 2.01 above, from and after the closing of the Merger until the next annual meeting of our stockholders, our board may consist of up to a maximum of seven members. These members will consist of (a) Messrs. Auerbach and Malley, (b) at the election of the investors holding a majority of the shares sold in Puma's private placement, either one of two representatives designated by such investors (which designee shall be selected by Mr. Auerbach) or two of four representatives designated by such investors (which designees shall be selected by Mr. Auerbach), and (c) such other directors as designated by the Board.

At the Effective Time, our executive management team was also reconstituted and Robert Johnson resigned from his position as the Company's President and Faraaz Siddiqi resigned from his position as Secretary. Upon the Effective Time, the following individuals (all of whom were officers of Puma prior to the Merger) took the positions set after their names: Alan H. Auerbach (President and Chief Executive Officer) and Charles R. Eyler (Senior Vice President, Finance and Treasurer). Biographical and other information regarding these individuals is provided under the caption "Management and Directors" in Item 2.01 above, which is incorporated by reference into this Item 5.02.




Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 4, 2011, we filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware pursuant to which Puma Biotechnology, Inc., our wholly-owned subsidiary pursuant to the Merger, merged with and into us with us remaining as the surviving corporation to the merger. In connection with the Short-Form Merger, and as set forth in the Certificate of Ownership and Merger, we changed our corporate name to "Puma Biotechnology, Inc." The Certificate of Ownership and Merger is filed herewith as Exhibit 3.2.

On October 4, 2011, our board of directors and our stockholders approved by written consent an amendment to our Certificate of Incorporation to remove the class of our capital stock designated as preferred stock. We intend to prepare and file an information statement on Schedule 14C with the SEC to notify the stockholders of this action. Twenty days after we mail the information statement, we expect to file the amendment with the Secretary of State of the State of Delaware. When the amendment becomes effective, we will have authorized capital stock of 100,000,000 shares, all of which will be designated as common stock, par value $0.0001 per share.



Item 5.06. Change in Shell Company Status.

As described in Items 1.01 and 2.01 above, which are incorporated by reference into this Item 5.06, we ceased being a shell company (as defined in Rule 12b-2 under the Exchange Act) upon completion of the Merger.



Item 9.01. Financial Statements and Exhibits.

(a) As a result of its acquisition of Puma as described in Item 2.01, the registrant is filing herewith Puma's audited financial statements as of and for the fiscal year ended December 31, 2010 and its unaudited condensed financial statements as of and for the three and six months ended June 30, 2011 as Exhibit 99.1 to this current report.

(b) Unaudited pro forma condensed combined financial information as of and for the fiscal year ended December 31, 2010 and as of and for the six months ended June 30, 2011 is attached as Exhibit 99.2 to this current report.

(d) Exhibits.

Exhibit                                   Description

 2.1         Agreement and Plan of Merger, dated September 29, 2011, by and among
             Innovative Acquisitions Corp., IAC Merger Corporation, a Delaware
             corporation and wholly-owned subsidiary of the Company, and Puma
             Biotechnology, Inc., a Delaware corporation (2)

 3.1         Certificate of Merger relating to the merger of IAC Merger Corporation
             with and into Puma Biotechnology, Inc., filed with the Secretary of
             State of the State of Delaware on October 4, 2011 (1)

 3.2         Certificate of Ownership and Merger relating to the merger of Puma
             Biotechnology, Inc. with and into Innovative Acquisitions Corp., filed
             with the Secretary of State of the State of Delaware on October 4,
             2011 (1)

 3.3         Certificate of Incorporation, as filed with the Secretary of State of
             the State of Delaware on April 27, 2007 (3)

 3.4         Bylaws of Puma Biotechnology, Inc. (3)

 4.1         Form of Warrant to Purchase Shares of Common Stock of Puma
             Biotechnology, Inc., dated October 4, 2011, issued to investors in
             private placement (1)

 4.2         Warrant to Purchase Shares of Common Stock of Puma Biotechnology,
             Inc., dated October 4, 2011, issued to Alan H. Auerbach (1)

10.1*        License Agreement, dated August 18, 2011, by and between the Company,
             as successor to Puma Biotechnology, Inc., and Pfizer Inc.

10.2         Redemption Agreement, dated October 4, 2011, by and between Innovative
             Acquisitions Corp., Robert Johnson, Faraaz Siddiqi and Kapil Munjal
             (1)

10.3         Indemnity Agreement, dated as of September 29, 2011, between
             Innovative Acquisitions Corp., Puma Biotechnology, Inc., Robert
             Johnson, Faraaz Siddiqi and Kapil Munjal (2)

10.4         Puma Biotechnology, Inc. 2011 Incentive Award Plan, assumed in the
             Merger (1)

10.5         Registration Rights Agreement, dated October 4, 2011, by and among
             Puma, the persons listed on Exhibit A attached thereto and the Company

10.6         Securities Purchase Agreement, dated October 4, 2011, by and among
             Puma, the investors listed on Schedule I attached thereto and the
             Company

16.1         Letter from MaloneBailey, LLP as to the change in certifying
             accountant, dated as of October 10, 2011 (1)

99.1         Audited financial statements of Puma Biotechnology, Inc. as of and for
             the fiscal year ended December 31, 2010 and unaudited condensed
             financial statements of Puma Biotechnology, Inc. as of and for the
             three and six months ended June 30, 2011 (1)

99.2         Unaudited Pro Forma Condensed Combined Financial Statements as of and
             for the fiscal year ended December 31, 2010 and as of and for the six
             months ended June 30, 2011 (1)

99.3         Press Release dated October 5, 2011 (1)

* Confidential Treatment Requested by Registrant. Redacted Portion Filed Separately with Commission.

(1) Incorporated by reference to the Company's Current Report on Form 8-K filed with the Commission on October 11, 2011.

(2) Incorporated by reference to the Company's Current Report on Form 8-K filed with the Commission on October 4, 2011.

(3) Incorporated by reference to the Company's Registration Statement on Form 10-SB filed with the Commission on September 14, 2007.


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