0000950159-14-000005.txt : 20140102 0000950159-14-000005.hdr.sgml : 20140101 20140102171239 ACCESSION NUMBER: 0000950159-14-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140102 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20140102 DATE AS OF CHANGE: 20140102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENGION INC CENTRAL INDEX KEY: 0001296391 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 200214813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34688 FILM NUMBER: 14502611 BUSINESS ADDRESS: STREET 1: 3929 WESTPOINT BLVD. STREET 2: SUITE G CITY: WINSTON-SALEM STATE: NC ZIP: 27103 BUSINESS PHONE: 336-722-5855 MAIL ADDRESS: STREET 1: 3929 WESTPOINT BLVD. STREET 2: SUITE G CITY: WINSTON-SALEM STATE: NC ZIP: 27103 8-K 1 tengion8k.htm TENGION, INC. FORM 8-K tengion8k.htm
 
 
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):  January 2, 2014


Tengion, Inc.
(Exact name of registrant as specified in its charter)

001-34688
(Commission File Number)
 
Delaware
20-0214813
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation)
  
 
3929 Westpoint Blvd., Suite G
Winston-Salem, NC 27103
(Address of principal executive offices, with zip code)

(336) 722-5855
(Registrant’s telephone number, including area code)

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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
 
 
Item 3.02. Unregistered Sales of Equity Securities.

On January 2, 2014, Tengion, Inc. (the “Company”) issued 1,140,904 shares (the “2012 Interest Shares”) of common stock, par value $0.001 (the “Common Stock”), to holders (the “2012 Investors) of senior secured notes (the “2012 Notes”) issued in connection with the Company’s private placement completed on October 2, 2012 (the “2012 Financing”).  On February 14, 2013, the Company and the 2012 Investors entered into amendments to the terms of the 2012 Financing which gave the Company the option to pay interest payments on the 2012 Notes with Common Stock. In addition to issuing the 2012 Interest Shares, the Company issued warrants to purchase 567,116 shares of Common Stock for nominal consideration (the “2012 Interest Warrants”) to certain of the 2012 Investors. The 2012 Interest Warrants were issued in lieu of shares of Common Stock that would have brought certain of the 2012 Investors above the 9.985% ownership limitation established pursuant to the 2012 Financing.  The Company issued the 2012 Interest Shares and the 2012 Interest Warrants to satisfy $379,180.53 in interest obligations due on January 2, 2014.

Also on January 2, 2014, the Company issued 1,596,121 shares (the “2013 Interest Shares” and collectively with the 2012 Interest Shares, the “Interest Shares”) of Common Stock to holders (the “2013 Investors” and collectively with the 2012 Investors, the “Investors”) of senior secured notes (the “2013 Notes”) issued in connection with the Company’s private placement completed on June 28, 2013 (the “2013 Financing”).  The terms of the 2013 Financing give the Company the option to pay interest payments on the 2013 Notes with Common Stock. In addition to issuing the 2013 Interest Shares, the Company issued warrants to purchase 535,890 shares of Common Stock for nominal consideration (the “2013 Interest Warrants” and collectively with the 2012 Interest Warrants, the “Interest Warrants”) to certain of the 2013 Investors. The 2013 Interest Warrants were issued in lieu of shares of Common Stock that would have brought certain of the 2013 Investors above the 9.985% ownership limitation established pursuant to the 2013 Financing.  The Company issued the 2013 Interest Shares and the 2013 Interest Warrants to satisfy $473,306.28 in interest obligations due on January 2, 2014.

The Interest Shares accounted for 28.5% of the Company’s issued and outstanding Common Stock as of January 2, 2014.  The Interest Shares and the Interest Warrants were issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the regulations promulgated thereunder. All of the Investors are either accredited investors (as defined in the Securities Act) or are located outside of the United States and no public solicitation was involved in connection with the issuance of the Interest Shares or the Interest Warrants.

References herein to the 2012 Financing documents and their terms are qualified in their entirety by the form of such documents as filed as exhibits to reports on Form 8-K filed by the Company on October 4, 2012, January 7, 2013, February 4, 2013 and February 14, 2013, which documents and exhibits are incorporated herein by reference.  References herein to the 2013 Financing documents and their terms are qualified in their entirety by the form of such documents as filed as exhibits to report on Form 8-K filed by the Company on July 5, 2013, which documents and exhibits are incorporated herein by reference.
 
 
 

 
 
 
 

 
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 hereunto duly authorized.


 
TENGION, INC.
   
   
   
Date:  January 2, 2014
By: /s/ A. Brian Davis
 
A. Brian Davis
 
Chief Financial Officer and Senior Vice President, Finance