UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 3, 2024, Vanda Pharmaceuticals Inc., a Delaware corporation (the “Company”), entered into Amendment No. 1 (the “Amendment”) to that certain Rights Agreement, dated as of April 17, 2024 (the “Rights Agreement”), by and between the Company and Equiniti Trust Company, LLC, a limited trust company organized under the laws of the State of New York, as rights agent.
The Amendment amended the definition of “Exempt Person” to add BlackRock, Inc. and its subsidiaries (collectively, “BlackRock”), and the various investment funds and accounts for which BlackRock acts, or may in the future act, as manager and/or investment advisor (the “Funds” and, collectively with BlackRock, the “BlackRock Investors”); provided, however, that the BlackRock Investors will automatically cease to be an “Exempt Person” if they acquire Beneficial Ownership (as defined in the Rights Agreement) of 20% or more of the then-outstanding shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (excluding from the denominator in calculating such percentage, any shares of Common Stock held by the Company or any subsidiary of the Company). BlackRock, Inc., for itself and on behalf of the other BlackRock Investors, made certain representations, warranties, conditions and provisions sufficient to cause the Board of Directors of the Company (the “Board”) to deem the Amendment desirable. The Board may determine, in its sole and absolute discretion, that the BlackRock Investors will cease to be an “Exempt Person” immediately upon the Board’s determination that any of the representations, warranties, conditions or provisions are breached or cease to be true, correct and complete.
The foregoing summary description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Amendment No. 1 to the Rights Agreement, dated as of May 3, 2024, by and between Vanda Pharmaceuticals Inc. and Equiniti Trust Company, LLC, as rights agent. | |
| 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.
| Date: May 3, 2024 | VANDA PHARMACEUTICALS INC. | |||||
| By: | /s/ Timothy Williams | |||||
| Name: | Timothy Williams | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||