UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of July, 2014
COMMISSION FILE NO. 000-29338
CARDIOME PHARMA CORP.
(formerly NORTRAN PHARMACEUTICALS INC.)
____________________________________________
(Translation of Registrant’s name into English)
Suite 405, 6190 Agronomy Rd
Vancouver, British Columbia, V6T 1Z3, CANADA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
| Form 20-F * | Form 40-F T |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): *
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): *
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange act of 1934.
| Yes * | No T |
This Form 6-K is hereby filed and incorporated by reference in the registrant’s Registration Statements on Form F-10 (File No. 333-137935), Form F-3 (File No. 333-131912), Form S-8 (333-136696) and Form S-8 (333-125860).
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, thereunto duly authorized.
| CARDIOME PHARMA CORP. | ||
| Date: July 18, 2014 | /s/ JENNIFER ARCHIBALD | |
| Jennifer Archibald | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| EXHIBIT | DESCRIPTION OF EXHIBIT | |
| 99.1 | Material Change Report | |
| 99.2 | News Release Dated July 18, 2014 - Cardiome announces closing of senior, secured term loan facility | |
Exhibit 99.1
Form 51-102F3
MATERIAL CHANGE REPORT
| Item 1. | Name and Address of Reporting Issuer |
| Cardiome Pharma Corp. (“Cardiome” or the “Corporation”) 6190 Agronomy Rd, Suite 405 Vancouver, BC V6T 1Z3 | |
| Item 2. | Date of Material Change |
| July 18, 2014 | |
| Item 3. | News Release |
| July 18, 2014 – Vancouver, Canada. | |
| Item 4. | Summary of Material Change |
| Cardiome announced today the closing of a senior secured term loan facility of up to $22 million. | |
| Item 5. | 5.1 - Full Description of Material Change |
| See attached press release. | |
| 5.2 – Disclosure for Restructuring Transactions | |
| Not applicable. | |
| Item 6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
| Not applicable. | |
| Item 7. | Omitted Information |
| Not applicable. | |
| Item 8. | Executive Officer |
| Jennifer Archibald, Chief Financial Officer | |
| Telephone: 604-677-6905. | |
| Item 9. | Date of Report |
| This Material Change Report is dated July 18, 2014. |
Exhibit 99.2
Cardiome announces closing of senior, secured term loan facility
NASDAQ: CRME, TSX: COM
VANCOUVER, July 18, 2014 /CNW/ - Cardiome Pharma Corp. (NASDAQ: CRME / TSX: COM) announced today the closing of a senior, secured term loan facility of up to $22 million to be made available to the company by MidCap Financial, LLC in two tranches with an interest rate of Libor plus 8%.
Cardiome currently intends to use the proceeds of the first tranche of $12 million for working capital and general corporate purposes, including the expansion of its sales and marketing efforts for BRINAVESS® and AGGRASTAT® in Europe and other parts of the world, and for clinical development and regulatory costs of vernakalant (IV) and vernakalant (oral). The second tranche of up to $10 million is available to support a product or company acquisition. The loan carries a term of 48 months and is secured by substantially all of the assets of the company.
About Cardiome Pharma Corp.
Cardiome Pharma Corp. is a specialty pharmaceutical company dedicated to the development and commercialization of cardiovascular
therapies that will improve the quality of life and health of patients suffering from heart disease. Cardiome has two marketed,
in-hospital, cardiology products, BRINAVESS™ (vernakalant IV), approved in Europe and other territories for the rapid conversion
of recent onset atrial fibrillation to sinus rhythm in adults, and AGGRASTAT™ (tirofiban HCl) a reversible GP IIb/IIIa inhibitor
indicated for use in Acute Coronary Syndrome patients.
Cardiome is traded on the NASDAQ Capital Market (CRME) and the Toronto Stock Exchange (COM). For more information, please visit our web site at www.cardiome.com.
About MidCap Financial, LLC
MidCap Financial is a commercial finance company focused on middle market lending, with emphasis on the broad national healthcare
industry. MidCap specializes in $5 million to $200 million loans. The company is headquartered in Bethesda, MD, with offices in
Chicago and Los Angeles, and focuses in four areas:
| · | Asset-Based working capital loans collateralized by third-party accounts receivable and other assets; |
| · | Leveraged loans to companies backed by private equity sponsors; |
| · | Life Sciences loans to VC-backed and public pharmaceutical, biotech, and medical device companies; and |
| · | Real Estate loans to skilled nursing facilities, senior housing properties, and medical office buildings. |
Additional information about MidCap Financial can be found at www.midcapfinancial.com.
Forward-Looking Statement Disclaimer
Certain statements in this news release contain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 or forward-looking information under applicable Canadian securities legislation that may not be based on historical
fact, including without limitation statements containing the words "believe", "may", "plan", "will",
"estimate", "continue", "anticipate", "intend", "expect" and similar expressions.
Forward- looking statements may involve, but are not limited to, comments with respect to our intended use of the proceeds of the
first tranche of the loan. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, events or developments to be materially different from any future results, events or developments
expressed or implied by such forward-looking statements. Many such known risks, uncertainties and other factors are taken into
account as part of our assumptions underlying these forward-looking statements and include, among others, the following: general
economic and business conditions in the United States, Canada, Europe, and the other regions in which we operate; market demand;
technological changes that could impact our existing products or our ability to develop and commercialize future products; competition;
existing governmental legislation and regulations and changes in, or the failure to comply with, governmental legislation and regulations;
availability of financial reimbursement coverage from governmental and third-party payers for products and related treatments;
adverse results or unexpected delays in pre-clinical and clinical product development processes; adverse findings related to the
safety and/or efficacy of our products or products; decisions, and the timing of decisions, made by health regulatory agencies
regarding approval of our technology and products; the requirement for substantial funding to expand commercialization activities;
and any other factors that may affect our performance. In addition, our business is subject to certain operating risks that may
cause any results expressed or implied by the forward-looking statements in this presentation to differ materially from our actual
results. These operating risks include: our ability to attract and retain qualified personnel; our ability to successfully complete
pre-clinical and clinical development of our products; changes in our business strategy or development plans; intellectual property
matters, including the unenforceability or loss of patent protection resulting from third-party challenges to our patents; market
acceptance of our technology and products; our ability to successfully manufacture, market and sell our products; the availability
of capital to finance our activities; and any other factors described in detail in our filings with the Securities and Exchange
Commission available at www.sec.gov and the Canadian securities regulatory authorities at www.sedar.com. Given these risks, uncertainties
and factors, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified
in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on our current
expectations and we undertake no obligation to revise or update such forward-looking statements and information to reflect subsequent
events or circumstances, except as required by law.
SOURCE Cardiome Pharma Corp.
%CIK: 0001036141
For further information: Cardiome Investor Relations, (604) 676-6993 or Toll Free: 1-800-330-9928, Email: ir@cardiome.com
CO: Cardiome Pharma Corp.
CNW 16:59e 18-JUL-14