UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Vanda Pharmaceuticals Inc. (“Vanda”), filed on December 7, 2023 (the “Original Report”), in which Vanda reported the acquisition from Actelion Pharmaceuticals Ltd., a Johnson & Johnson Company (“Janssen”), of the U.S. and Canadian rights for PONVORY® (ponesimod) (the “Acquired Business”), pursuant to the terms of that certain Asset Purchase Agreement, dated as of December 7, 2023 by and between Vanda and Janssen.
This Amendment No. 1 is being filed by Vanda to amend the Original Report solely to provide the financial statement and financial information required by Item 9.01 of Form 8-K that were not filed with the Original Report.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The audited special purpose abbreviated financial statements for the Acquired Business as of and for the years ended January 1, 2023 and January 2, 2022 and the unaudited special purpose abbreviated financial statements for the Acquired Business as of and for the nine months ended October 1, 2023 and October 2, 2022 are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 9.01(a) by reference.
| (b) | Pro Forma Financial Information |
The unaudited pro forma condensed combined financial statements for the year ended December 31, 2023 giving effect to the acquisition of the Acquired Business are filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated in this Item 9.01(b) by reference.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
| 99.1 | Audited Special Purpose Abbreviated Financial Statements for the Acquired Business as of and for the years ended January 1, 2023 and January 2, 2022. | |
| 99.2 | Unaudited Special Purpose Abbreviated Financial Statements for the Acquired Business as of and for the nine months ended October 1, 2023 and October 2, 2022. | |
| 99.3 | Unaudited pro forma condensed combined financial information for the year ended December 31, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Dated: February 16, 2024 | VANDA PHARMACEUTICALS INC. | |||||
| By: | /s/ Timothy Williams | |||||
| Name: | Timothy Williams | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||