424B3 1 tengion424b3.htm TENGION, INC. FORM 424(B)(3) 333-186687 tengion424b3.htm
 
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-186687
 
PROSPECTUS SUPPLEMENT NO. 22
(To Prospectus dated March 28, 2013, as amended)
 
27,891,407 Shares
 


 
Tengion, Inc.
 
 

 

This Prospectus Supplement No. 22 supplements the prospectus dated March 28, 2013 (as supplemented or amended to date, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-186687). The Prospectus and this prospectus supplement relate to the disposition from time to time of up to 27,891,407 shares of our common stock, which are held or may be held by the stockholders named in the Prospectus.
 
This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement. This prospectus supplement updates, amends and supplements the information included or incorporated by reference in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
 
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.
 
Current Report on Form 8-K
 
On May 8, 2014, we filed a Current Report on Form 8-K with the Securities and Exchange Commission. The text of such Form 8-K is attached hereto.
 
 
 


 
Investing in our common stock involves a high degree of risk. Please see the section entitled “Risk Factors” beginning on page 12 of the Prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
 

 

The date of this prospectus supplement is May 8, 2014.

 
 
 
 

 
 
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):  May 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 5.07 Submission of Matters to a Vote of Security Holders
 
On May 2, 2014, Tengion, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders.  The proposals submitted to a vote of the stockholders and the results of the voting on each proposal, are noted below.
 
Proposal No. 1:  Election of Carl-Johan Dalsgaard, M.D., Ph.D., Richard E. Kuntz, M.D., M.Sc. and Diane K. Jorkasky, M.D. to serve as Class I Directors for a three year term expiring at the 2017 Annual Meeting.
 
Nominee
For
Withheld
Broker Non-Vote
 
Carl-Johan Dalsgaard, M.D., Ph.D.
4,191,112
185,470
10,055,913
Richard E. Kuntz, M.D., M.Sc.
4,211,562
165,020
10,055,913
Diane K. Jorkasky, M.D.
4,221,912
154,670
10,055,913
       
Each of the nominees named above was elected by the stockholders to serve as a director until the 2017 Annual Meeting of Stockholders.
 

Proposal No. 2:  Ratification of the selection by the Audit Committee of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.
 
For
Against
Abstain
Broker Non-Vote
 
14,187,164
179,490
65,841
0
 
Stockholders ratified the selection by the Audit Committee of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.




 
 

 


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:  May 8, 2014
By: /s/ A. Brian Davis
 
A. Brian Davis
 
Chief Financial Officer and Senior Vice President, Finance