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): June 9, 2014 (June 5, 2014)
ARCA biopharma, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-22873 | 36-3855489 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
11080 CirclePoint Road, Suite 140, Westminster, CO 80020
(Address of Principal Executive Offices) (Zip Code)
(720) 940-2200
(Registrants 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):
¨ | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 5, 2014, the Company held its 2014 Annual Meeting of Stockholders (the 2014 Annual Meeting) at which the Companys stockholders voted upon (i) the election of Company nominees Dr. Michael R. Bristow and Mr. Robert E. Conway, to the Companys Board of Directors (the Board) for a three-year term ending at the 2017 Annual Meeting of Stockholders and (ii) the ratification of the selection of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2014.
The stockholders elected both director nominees and ratified the selection of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2014. The tabulation of votes cast with respect to each matter voted upon, as applicable, was as follows:
1. Election of Directors
Nominee |
For |
Withheld |
Broker Non-Votes | |||
Michael R. Bristow, M.D., Ph.D. |
3,698,688 | 119,242 | 10,028,926 | |||
Robert E. Conway |
3,707,261 | 110,669 | 10,028,926 |
2. Ratification of the selection of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2014
For |
Against |
Abstentions |
Broker Non-Votes | |||
13,763,868 |
72,354 | 10,634 | |
Item 8.01 Other Events
Appointment of Robert E. Conway as Chairman of the Board of Directors
On June 5, 2014, the Board also appointed Mr. Conway as the Chairman of the Board of the Company. A copy of the press release relating to Mr. Conways election is attached hereto as Exhibit 99.1
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit Number |
Description | |
99.1 | Press Release titled Robert E. Conway Elected Chairman of ARCA biopharma Board of Directors dated June 9, 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.
Dated: June 9, 2014
ARCA biopharma, Inc. (Registrant) | ||
By: | /s/ Christopher D. Ozeroff | |
Name: | Christopher D. Ozeroff | |
Title: | Senior Vice President and General Counsel |
INDEX TO EXHIBITS
Exhibit Number | Description | |
99.1 | Press Release titled Robert E. Conway Elected Chairman of ARCA biopharma Board of Directors dated June 9, 2014. |
4
Exhibit 99.1
ROBERT E. CONWAY ELECTED CHAIRMAN OF ARCA BIOPHARMA
BOARD OF DIRECTORS
Westminster, CO, June 9, 2014 ARCA biopharma, Inc. (Nasdaq: ABIO), a biopharmaceutical company developing genetically-targeted therapies for cardiovascular diseases, today announced that Robert E. Conway, has been elected Chairman of the Companys Board of Directors. He serves on the Audit and Compensation Committees of the Board of Directors.
Mr. Conway has over 30 years of executive leadership experience in the pharmaceutical and biotechnology industries. Mr. Conway served as the Chief Executive Officer and member of the Board of Directors of Array BioPharma from 1999 to 2012. Array is a biopharmaceutical company focused on the discovery, development and commercialization of targeted small molecule drugs to treat patients afflicted with cancer and inflammatory diseases. Prior to joining Array, Mr. Conway was the Chief Operating Officer and Executive Vice President of Hill Top Research, Inc., a clinical research services company, from 1996 to 1999. He also held various executive positions for Corning Inc. including Corporate Vice President and General Manager of Corning Hazleton, Inc., a contract research organization. Mr. Conway serves as the Chairman of Wall Family Enterprise, a leading library and education supplies company. He is on the Board of Directors of eResearch Technology, Inc. In addition, Mr. Conway is a member of the Strategic Advisory Committee of Genstar Capital, LLC.
Bobs experience and leadership are a tremendous asset to ARCA, said Dr. Michael R. Bristow, President and Chief Executive Officer of ARCA. With his significant experience in leading both drug development efforts and companies in the biopharmaceutical sector, Bobs input and guidance will be valuable to the ARCA Board as we continue the development of Gencaro and look to deliver value to our stockholders.
I am honored to accept this role with the ARCA Board of Directors, said Mr. Conway. This is an exciting time for the organization with the GENETIC-AF trial under way. We believe there is an unmet medical need for new atrial fibrillation treatments. The GENETIC-AF trial, conducted with the collaboration of Medtronic, will hopefully provide important new data for the atrial fibrillation community.
About ARCA biopharma
ARCA biopharma is dedicated to developing genetically-targeted therapies for cardiovascular diseases. The Companys lead product candidate, GencaroTM (bucindolol hydrochloride), is an investigational, pharmacologically unique beta-blocker and mild vasodilator being developed for atrial fibrillation. ARCA has identified common genetic variations that it believes predict individual patient response to Gencaro, giving it the potential to be the first genetically-targeted atrial fibrillation prevention treatment. ARCA has a collaboration with Medtronic, Inc. for support of the GENETIC-AF trial. For more information please visit www.arcabiopharma.com.
Safe Harbor Statement
This press release contains forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding, potential timing for patient enrollment in the GENETIC-AF trial, the sufficiency of the Companys capital to support its operations, the potential for genetic variations to predict individual patient response to Gencaro, Gencaros potential to treat atrial fibrillation, future treatment options for patients with atrial fibrillation, and the potential for Gencaro to be the first genetically-targeted atrial fibrillation prevention treatment. Such statements are based on managements current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, the risks and uncertainties associated with: the Companys financial resources and whether they will be sufficient to meet the Companys business objectives and operational requirements; results of earlier clinical trials may not be confirmed in future trials, the protection and market exclusivity provided by the Companys intellectual property; risks related to the drug discovery and the regulatory approval process; and, the impact of competitive products and technological changes. These and other factors are identified and described in more detail in ARCAs filings with the SEC, including without limitation the Companys annual report on Form 10-K for the year ended December 31, 2013, and subsequent filings. The Company disclaims any intent or obligation to update these forward-looking statements.
Investor & Media Contact:
Derek Cole
720.940.2163
derek.cole@arcabiopharma.com
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