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AFFY > SEC Filings for AFFY > Form 8-K on 24-Jun-2014All Recent SEC Filings

Show all filings for AFFYMAX INC

Form 8-K for AFFYMAX INC


24-Jun-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On June 24, 2014, Affymax, Inc. ("Affymax" or the "Company") issued a press release announcing that its Board of Directors (the "Board") determined that it is in the best interests of Affymax's stockholders to liquidate Affymax's assets and to dissolve Affymax. The Affymax, Inc. Plan of Liquidation (the "Plan") was unanimously approved by the Board, but is subject to stockholder approval. Affymax intends to hold a special meeting of stockholders to seek approval of the Plan. Affymax will file proxy materials with the U.S. Securities and Exchange Commission (the "SEC") in advance of that meeting. In connection with the proposed dissolution, Affymax intends to distribute to its stockholders all available cash, if any, other than as may be required to pay expenses and pay or make reasonable provision for known and potential claims and obligations of Affymax, as required by applicable law. If approved by Affymax's stockholders, Affymax intends to file a certificate of dissolution, pay, satisfy, resolve or make reasonable provisions for claims and obligations as well as anticipated costs associated with the dissolution and liquidation as soon as reasonable, practicable and financially prudent.
This decision follows the recent joint announcement by the Company and Takeda Pharmaceutical Company Limited ("Takeda") that Takeda has completed a detailed investigation with respect to OMONTYS of the postmarketing reports of serious hypersensitivity reactions including anaphylaxis, which may be life-threatening or fatal. As announced, Takeda confirmed that no quality or manufacturing issues were present, but it was not able to identify a specific root cause for the reactions that were observed. In light of these findings, OMONTYS would not be permitted to be returned to the market and Takeda is working with the U.S. Food and Drug Administration (the "FDA") to withdraw its approval of OMONTYS. Based on this outcome, the Board has determined it to be in the best interests of the stockholders to dissolve the Company.
The Plan contemplates an orderly wind down of the Company's remaining business and operations. If the Company's stockholders approve the Plan, the Company intends to file a certificate of dissolution with the Delaware Secretary of State, satisfy or resolve its remaining liabilities and obligations, including but not limited to contingent liabilities and claims, lease obligations, and costs associated with the liquidation and dissolution, and make distributions to its stockholders of cash available for distribution, subject to applicable legal requirements. In order to conserve its available resources and assets, the Company plans to seek relief from certain of its reporting obligations under the Securities Exchange Act of 1934, as amended and, upon the filing of the certificate of dissolution, the Company also intends to cease trading in its stock on the public markets, close its stock transfer books and discontinue recording transfers of shares of its stock.

Until such time, if any, as the stockholders of the Company approve its dissolution and liquidation in accordance with the Plan, and the Board decides, and instructs management, to proceed with a dissolution, the Company will continue to investigate and consider any feasible, alternative, value-creating transactions of which it becomes aware. If prior to its dissolution the Company receives an offer for a transaction that, in the view of the Board, is favorable to dissolution of the Company, the dissolution could be abandoned in favor of such a transaction, even if the Plan has been previously approved by the Company's stockholders.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

This current report is for informational purposes only. It is neither a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell shares of Affymax. In connection with the matters described in this current report, Affymax intends to file with the SEC proxy and other related materials. AFFYMAX'S STOCKHOLDERS ARE URGED TO READ THE PROXY AND OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AFFYMAX AND ITS PLAN OF DISSOLUTION AND LIQUIDATION. Stockholders may obtain a free copy of the proxy statement and the other relevant materials (when they become available), and any other documents filed by Affymax with the SEC, at the SEC's website at http://www.sec.gov. In addition, a free copy of the proxy statement and the other relevant materials (when they become available), and other documents filed with the SEC by Affymax may also be obtained free of charge on the "Investors" section of Affymax's website at www.affymax.com or by directing a written request to: Affymax, Inc., Attn: Corporate Secretary, 19200 Stevens Creek Blvd. Suite 240, Cupertino, CA 95014.


Participants in the Solicitation

Affymax and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its stockholders with respect to the proposed dissolution and liquidation of Affymax. Information regarding their direct or indirect interests, by security holdings or otherwise, in the solicitation will be included in the proxy materials filed by Affymax with the SEC.

Special Note Regarding Forward-Looking Statements

This current report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent Affymax's belief or plans regarding future events, many of which, by their nature, are inherently uncertain and outside of Affymax's control. These statements include, for example, the expectations regarding Affymax's proposed dissolution and liquidation, and other examples noted below. Affymax's forward-looking statements are subject to various risks and uncertainties, including the risks and other factors identified herein and in other public disclosures made by Affymax from time to time, including in Affymax's periodic and current reports and other filings made by Affymax with the SEC. As a result, Affymax's actual results may differ materially from those expressed or implied by these forward-looking statements. Readers are cautioned that these forward-looking statements, including, without limitation, statements regarding the dissolution and liquidation of Affymax, the availability, amount or timing of liquidating distributions to stockholders, the adequacy of reserves established to satisfy Affymax's obligations, the belief that a substantial amount of the contingency reserves will ultimately be distributed to the stockholders and the possibility that an alternative, value-creating transaction may be proposed, and other statements contained herein that are not historical facts, are only estimates or predictions. You are cautioned not to place undue reliance on any forward-looking statements. Affymax does not undertake to update any of its forward-looking statements.

The press release titled "Affymax Board Announces Decision to Dissolve the Company" is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Affymax, Inc. Plan of Liquidation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.



Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit No.                               Description
99.1          Press Release, dated June 24, 2014, titled "Affymax Board Announces
              Decision to Dissolve the Company"
99.2
               Plan of Liquidation


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