0001279569-16-002934.txt : 20160315 0001279569-16-002934.hdr.sgml : 20160315 20160315163117 ACCESSION NUMBER: 0001279569-16-002934 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160315 FILED AS OF DATE: 20160315 DATE AS OF CHANGE: 20160315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cardiome Pharma Corp CENTRAL INDEX KEY: 0001036141 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29338 FILM NUMBER: 161507300 BUSINESS ADDRESS: STREET 1: 6TH FLOOR STREET 2: 1441 CREEKSIDE DRIVE CITY: VANCOUVER STATE: A1 ZIP: V6J 4S7 BUSINESS PHONE: 1-604-677-6905 MAIL ADDRESS: STREET 1: 6TH FLOOR STREET 2: 1441 CREEKSIDE DRIVE CITY: VANCOUVER STATE: A1 ZIP: V6J 4S7 FORMER COMPANY: FORMER CONFORMED NAME: CARDIOME PHARMA CORP DATE OF NAME CHANGE: 20000407 6-K 1 cardiome6k.htm FORM 6-K

 

 

 

 

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 March, 2016

 

COMMISSION FILE Number. 000-29338

 

CARDIOME PHARMA CORP.

 

(Translation of registrant’s name into English)

 

1441 Creekside Drive, 6th floor

Vancouver, British Columbia, V6J 4S7, 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

 

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): ☐

  

 

 

 
 

 

 

DOCUMENTS INCLUDED AS PART OF THIS REPORT

 

Exhibit   Description
     
99.1   Material Change Report

 

Exhibit 99.1 of this report on Form 6-K is incorporated by reference into the Company’s registration statement on Form F-10 (File No. 333-209606) and registration statements on Form S-8 (File No. 333-199091 and File No. 333-199092).

 

 

 

 

 

 

 

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.
  (Registrant)
     
Date: March 15, 2016 By: /s/ Jennifer Archibald
    Name: Jennifer Archibald
    Title: Chief Financial Officer

 

 

 


 
EX-99.1 2 ex991.htm MATERIAL CHANGE REPORT

Exhibit 99.1

 

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1: Name and Address of Company
  Cardiome Pharma Corp. (“Cardiome” or the “Corporation”)
  1441 Creekside Drive, 6th Floor
  Vancouver, British Columbia
  Canada V6J 4S7
Item 2: Date of Material Change
  March 7, 2016
Item 3: News Release
  A news release announcing the material change was issued on March 7, 2016 through Canada Newswire and a copy was subsequently filed on SEDAR.
Item 4: Summary of Material Change
  Cardiome announced that it has filed a new prospectus supplement (the “LPC Prospectus Supplement”) pertaining to sales under the previously-announced Purchase Agreement dated January 12, 2016 (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”) and a new prospectus supplement (the “ATM Prospectus Supplement”) pertaining to sales under the previously-announced At Market Sales Issuance Agreement dated February 18, 2014 (the “Sales Agreement”) with MLV & Co. LLC (“MLV”) with securities regulatory authorities in Canada, other than Québec, and in the United States with respect to its Canadian final base shelf prospectus and its U.S. final base shelf prospectus filed under a registration statement on Form F-10, each dated March 1, 2016.
  Only as a result of the acquisition by FBR Capital Markets & Co. (“FBR”) of MLV, the Company also entered into an amended and restated Sales Agreement
Item 5: Full Description of Material Change
5.1 Full Description of Material Change
  Cardiome announced that it has filed the LPC Prospectus Supplement pertaining to sales under the previously-announced Purchase Agreement with LPC and the ATM Prospectus Supplement pertaining to sales under the previously-announced Sales Agreement with MLV with securities regulatory authorities in Canada, other than Québec, and in the United States with respect to its Canadian final base shelf prospectus and its U.S. final base shelf prospectus filed under a registration statement on Form F-10, each dated March 1, 2016 (together, the “Base Shelf Prospectuses”).
  The LPC Prospectus Supplement and the ATM Prospectus Supplement are being filed as a result of the recent filing of the Base Shelf Prospectuses.
  The Company plans to use the net proceeds from the financings, if any, for general corporate purposes. Additional information regarding these transactions are available in the LPC Prospectus Supplement and ATM Prospectus Supplement. No offers or sales of any common shares will be made to any person resident in Canada or through the facilities of the Toronto Stock Exchange or any other Canadian stock exchange or quotation system pursuant to the LPC Prospectus Supplement or the ATM Prospectus Supplement.

 

 
 

 

 

  LPC Offering
  Under the terms of the Purchase Agreement, at its sole discretion, Cardiome may sell up to an aggregate of US$20.0 million worth of its common shares, subject to a limit of US$6,900,000 under the LPC Prospectus Supplement, to LPC from time to time over the 24-month term of the Purchase Agreement, subject to the conditions and limitations set forth in the agreement. There are no upper limits to the price LPC may pay to purchase common shares from the Company and the purchase price of any common shares sold to LPC will be based on the then prevailing market prices of the common shares. Cardiome may terminate the Purchase Agreement at any time, at its sole discretion, without any monetary cost or penalty to the Company upon one business day’s written notice to LPC. Under the terms of the agreement, LPC will not cause or engage, in any manner whatsoever, any direct or indirect short selling or hedging of Cardiome’s common shares and is obligated to purchase Cardiome’s common shares at such times and in such amounts as determined by the Company in accordance with the terms and conditions of the Purchase Agreement. In consideration for entering into the agreement, Cardiome has issued common shares to LPC as a commitment fee.
  At-The-Market Offering
  Only as a result of the acquisition by FBR of MLV, the Company has entered into an amended and restated Sales Agreement whereby the Company may sell common shares through both FBR and MLV as agents. Under the terms of the amended and restated Sales Agreement, the Company may from time to time sell, through “at-the-market” offerings with FBR and MLV as agents, such common shares as would have an aggregate offer price of up to US $30,000,000 subject to a limit of US$6,900,000 under the ATM Prospectus Supplement. FBR and MLV, at Cardiome’s discretion and instruction, will use their commercially reasonable efforts to sell the common shares at market prices from time to time. Cardiome has not sold shares through MLV since the third quarter of 2015.
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
  March 15, 2016.