UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
As previously disclosed, on July 28, 2020, La Jolla Pharmaceutical Company (“La Jolla”) completed the acquisition of Tetraphase Pharmaceuticals, Inc. (“Tetraphase”) for $43.0 million upfront cash plus potential future cash payments of up to $16.0 million pursuant to contingent value rights (“CVRs”). Following the acquisition, Tetraphase became a wholly owned subsidiary of La Jolla.
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 29, 2020 to provide the consolidated financial statements of Tetraphase as required under Item 9.01(a) and the pro forma financial information required under Item 9.01(b).
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of Tetraphase as of December 31, 2019 and 2018 and for the years then ended, and the notes related thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference. The consent of Ernst & Young LLP, the independent registered public accounting firm of Tetraphase, is attached hereto as Exhibit 23.1 to this Current Report on Form 8-K/A.
The unaudited condensed consolidated financial statements of Tetraphase as of June 30, 2020 and for the six months ended June 30, 2020 and 2019, and the notes related thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements as of and for the six months ended June 30, 2020 and for the year ended December 31, 2019, and the notes related thereto, each giving effect to the acquisition of Tetraphase, are included as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(d) Exhibits
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.
| LA JOLLA PHARMACEUTICAL COMPANY | ||||||
| Date: October 13, 2020 | By: | /s/ Michael Hearne | ||||
| Michael Hearne | ||||||
| Chief Financial Officer | ||||||