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 17, 2012
CAPSTONE THERAPEUTICS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 000-21214 | 86-0585310 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 1275 West Washington Street, Suite 101, Tempe, Arizona | 85281 | |||
| (Address of principal executive offices) | (Zip Code) |
(602) 286-5520
Registrant's telephone number, including area code
________________________________________________________________________________
(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): |
||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2012, the Board of Directors (the "Board") of Capstone Therapeutics Corp. (the "Company") adopted a resolution to reduce the size of the Board from six members to three members. Concurrent with this action, on January 17, 2012, Robert J. Spiegel, MD, William M. Wardell, MD, Ph.D. and Augustus A. White, III, MD, Ph.D. tendered their resignations from the Board.
On January 17, 2012, the Board also approved immediate vesting of all outstanding unvested options and stock awards held by directors. As a result, the vesting of options to purchase 20,839 shares of the Company's common stock was accelerated and the vesting of 60,000 shares of restricted stock was accelerated. The options subject to accelerated vesting had no intrinsic value at January 17, 2012.
Section 7 - Regulation FD Item 7.01. Regulation FD Disclosure.
As described in our Form 8-K filed with the Securities and Exchange Commission on October 14, 2011, on October 13, 2011, the Board adopted a plan to preserve cash during ongoing partnering efforts and a reduction from eighteen full time employees to four full time employees. On January 20, 2012, we issued a press release announcing additional steps we have taken to preserve cash and move toward winding down operations. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in Item 7.01 of this Form 8-K and Exhibit 99.1 furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release dated January 20, 2012
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPSTONE THERAPEUTICS CORP. |
||
|
Date: January 20, 2012 |
/s/ JOHN M. HOLLIMAN, III John M. Holliman, III Executive Chairman |
EXHIBIT 99.1
TEMPE, Ariz., Jan. 20, 2012 (GLOBE NEWSWIRE) -- Capstone Therapeutics (OTCQB:CAPS) (the "Company") announced today additional steps it has taken to preserve cash and move toward winding down operations.
Capstone will cease clinical development of AZX100, its principal drug candidate, in dermal scarring. Certain pre-clinical, manufacturing and regulatory projects related to AZX100 that are either required from a statutory perspective or are under contract will continue to their completion.
The Company also intends to cease all activities related to the development of TP508, its other drug candidate, and return the patent and other intellectual property it owns related to TP508 to the original licensor, the University of Texas Medical Branch at Galveston, Texas. Following the return of the intellectual property, the Company will no longer have any interest in or rights to TP508.
In addition, in light of the Company's reduced activities, Capstone has reduced the size of its board of directors from six members to three, and in connection with this, directors Robert Spiegel, MD, William Wardell, MD, PhD and Augustus White, III, MD, PhD have resigned, effective January 17, 2012.
"Capstone initiated its cash-preserving 'hibernation' mode in October 2011," said Jock Holliman, Executive Chairman. "Because we have not yet secured a development partner for AZX100 in dermal scarring, we are now further reducing our operations to preserve cash. We presently have four employees and several part-time consultants, most of whom will terminate as their wind down projects are completed in coming months. Capstone remains a publicly-traded company, subject to the regulations and reporting requirements of the Securities and Exchange Commission. Accordingly, we must maintain a financial reporting and securities compliance capability and will incur costs associated with these obligations.
"During the near term, we intend to continue our efforts to create shareholder value through a development partnership or other strategic transaction. However, until the resolution of the ongoing qui tam litigation, Capstone is limited in its ability to execute a strategic corporate transaction and restricted in its ability to return remaining cash to stockholders."
Statements in this press release or otherwise attributable to Capstone regarding our business that are not historical facts are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from predicted results. These risks include the factors discussed in our Form 10-K for the fiscal year ended December 31, 2010, and other documents we file with the U.S. Securities and Exchange Commission.
The Capstone Therapeutics logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5429
Editor's Note: This press release is also available under the Investors section of the Company's website at www.capstonethx.com.
CONTACT: Dana B. Shinbaum
(602) 286-5520