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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
___________________
Form 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of March 2014
 
Commission File Number: 001-34949
 
___________________
 
Tekmira Pharmaceuticals Corporation
(Translation of registrant's name into English)
 
100-8900 Glenlyon Parkway
Burnaby, British Columbia
Canada, V5J 5J8
 (Address of principal executive offices)
___________________
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ                                           Form 40-F o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) o
 
 

 
 
 
INCORPORATION BY REFERENCE
 
Exhibit 99.1 to this Form 6-K is hereby incorporated by reference into the registration statement on Form S-8 (File No. 333-186185) of Tekmira Pharmaceuticals Corporation and as an exhibit to the registration statement on Form F-10 (File No. 333-194068) of Tekmira Pharmaceuticals Corporation.
 
DOCUMENTS FILED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.


 
 
 
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, thereunto duly authorized.

 
 
Tekmira Pharmaceuticals Corporation
     
Date: March 20, 2014    
     
  By: /s/ Bruce G. Cousins
  Name:
Bruce G. Cousins
  Title:
Executive Vice President and Chief Financial Officer
 

 
 
 
 
EXHIBIT INDEX

Exhibit
Description
   
99.1
Material Change Report, dated March 20, 2014

exh_991.htm
EXHIBIT 99.1
 
TEKMIRA PHARMACEUTICALS CORPORATION
 
MATERIAL CHANGE REPORT
 
FORM 51-102F3
 
1.
Name and Address of Company:
 
Tekmira Pharmaceuticals Corporation (the “Company”)
100 - 8900 Glenlyon Parkway
Glenlyon Business Park
Burnaby, B.C.
V5J 5J8
 
2.
Date of Material Change:
 
March 10, 2014, March 13, 2014 and March 18, 2014
 
3.
News Release:
 
News releases announcing the material changes were issued by the Company on March 10, 2014, March 13, 2014 and March 18, 2014.  Copies of such news releases are attached hereto as Schedules “A”, “B” and “C”.
 
The news releases were distributed via GlobeNewswire.
 
4.
Summary of Material Change:
 
On March 10, 2014, the Company announced that it was launching an underwritten public offering (the “Offering”) of common shares of the Company (“Common Shares”).
 
On March 13, 2014, the Company announced that it had priced the Offering.
 
On March 18, 2014, the Company announced that it had completed the Offering.
 
5.
Full description of Material Change:
 
On March 10, 2014, the Company announced that it was launching the Offering of Common Shares.
 
On March 13, 2014, the Company announced that it had priced the Offering of 2,125,000 Common Shares at US$28.50 per Common Share (the “Offering Price”) for aggregate gross proceeds of US$60,562,500. In addition, the Company also granted the underwriter, Leerink Partners LLC, which acted as sole manager for the Offering, a 30-day option to purchase up to 318,750 additional Common Shares to cover over-allotments, if any.
 
The Offering was completed on March 18, 2014. On closing, the Company issued an aggregate of 2,125,000 Common Shares at the Offering Price for aggregate gross proceeds of US$60,562,500. The Offering was conducted pursuant to the terms and conditions of an underwriting agreement dated March 12, 2014 between the Company and Leerink Partners LLC.
 
 
 
 
The Offering was made pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission and a corresponding Canadian base shelf prospectus filed with the securities regulatory authority in each of the provinces of Canada, except Québec. A prospectus supplement relating to the Offering, along with the accompanying base shelf prospectus, was filed with the SEC and with the securities regulatory authority in the province of British Columbia, Canada.
 
6.
Reliance on subsection 7.1(2) of National Instrument 51-102:
 
Not applicable.
 
7.
Omitted Information:
 
No significant facts otherwise required to be disclosed in this report have been omitted.
 
8.
Executive Officer:
 
The following executive officer of the Company is knowledgeable about the material change and may be contacted respecting the change:
 
Bruce Cousins
Executive Vice-President and Chief Financial Officer
100-8900 Glenlyon Parkway
Glenlyon Business Park
Burnaby, B.C. V5J 5J8
Telephone: (604) 419-3200
 
9.
Date of Report:
 
March 20, 2014
 
 
 
 
Schedule “A”

Tekmira Announces Proposed Public Offering of Common Stock

VANCOUVER, British Columbia, March 10, 2014 (GLOBE NEWSWIRE) -- Tekmira Pharmaceuticals Corporation (Nasdaq:TKMR) (TSX:TKM), a leading developer of RNA interference (RNAi) therapeutics, today announced that it is offering to sell shares of its common stock in an underwritten public offering to raise gross proceeds of approximately US$60 million. Tekmira also expects to grant the underwriters a 30-day option to purchase additional shares of its common stock offered in the public offering to cover over-allotments, if any. All of the shares in the offering are to be sold by Tekmira, with net proceeds to be used to develop and advance product candidates through clinical trials, as well as for working capital and general corporate purposes. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Leerink Partners LLC is acting as the sole book-running manager for the offering. RBC Capital Markets, LLC is acting as lead manager.

The offering is being made pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission and a corresponding Canadian base shelf prospectus filed with the securities regulatory authority in each of the provinces of Canada, except Québec. A preliminary prospectus supplement relating to the offering will be filed with the SEC and with the securities regulatory authority in each of the provinces of Canada, except Québec. When available, copies of the preliminary prospectus supplement relating to these securities may also be obtained from the offices of Leerink Partners LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, or via telephone at (800) 808-7525.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

About Tekmira

Tekmira Pharmaceuticals Corporation is a biopharmaceutical company focused on advancing novel RNAi therapeutics and providing its leading lipid nanoparticle delivery technology to pharmaceutical partners. Tekmira has been working in the field of nucleic acid delivery for over a decade and has broad intellectual property covering LNPs. Further information about Tekmira can be found at www.tekmirapharm.com. Tekmira is based in Vancouver, B.C.

Forward-Looking Statements and Information

This news release contains "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements in this news release include statements about a proposed underwritten offering of common stock, including an additional over-allotment option; the filing and delivery of a prospectus; proposed use of proceeds; Tekmira's strategy, future operations, clinical trials, prospects and the plans of management; RNAi (ribonucleic acid interference) product development programs; ongoing plans to advance therapeutics into multiple clinical trials; and expanding Tekmira's pipeline of proprietary products in order to bring new treatments to patients and maximize value for shareholders.

With respect to the forward-looking statements contained in this news release, Tekmira has made numerous assumptions regarding, among other things: LNP's status as a leading RNAi delivery technology. While Tekmira considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies.

Additionally, there are known and unknown risk factors which could cause Tekmira's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained herein. Known risk factors include, among others: the proposed underwritten offering of common shares may not be completed on the terms and in the timeframe currently anticipated, or at all; a prospectus for the proposed underwritten offering may not be filed or delivered in the timeframe contemplated, or at all; Tekmira's ability to obtain and protect intellectual property rights, and operate without infringing on the intellectual property rights of others; Tekmira's research and development capabilities and resources will not meet current or expected demand; Tekmira's products may not prove to be effective in the treatment of cancer and infectious diseases; the possibility that other organizations have made advancements in RNAi delivery technology that Tekmira is not aware of; the FDA will not approve the commencement of Tekmira's planned clinical trials or approve the use of Tekmira's products and generally, difficulties or delays in the progress, timing and results of clinical trials; the FDA may determine that the design and planned analysis of Tekmira's clinical trials do not adequately address the trial objectives in support of Tekmira's regulatory submissions; pre-clinical and clinical trials may be more costly or take longer to complete than anticipated; pre-clinical or clinical trials may not generate results that warrant future development of the tested drug candidate; and the possibility that Tekmira has not sufficiently budgeted for expenditures necessary to carry out planned activities.

A more complete discussion of the risks and uncertainties facing Tekmira appears in Tekmira's continuous disclosure filings, which are available at www.sedar.com or at www.sec.gov. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and Tekmira disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.

CONTACT: Investors
         Jodi Regts
         Director, Investor Relations
         Phone: 604-419-3234
         Email: jregts@tekmirapharm.com

         Media
         David Ryan
         Longview Communications Inc.
         Phone: 416-649-8007
         Email: dryan@longviewcomms.ca
 
 
 
Schedule “B”

Tekmira Announces Pricing of Underwritten Public Offering of Common Stock

VANCOUVER, British Columbia, March 13, 2014 (GLOBE NEWSWIRE) -- Tekmira Pharmaceuticals Corporation (Nasdaq:TKMR) (TSX:TKM), a leading developer of RNA interference (RNAi) therapeutics, today announced that it has priced an underwritten public offering of 2,125,000 shares of its common stock at a price of US$28.50 per share for aggregate gross proceeds of US$60,562,500, before deducting underwriting discounts and commissions and other estimated offering expenses. Tekmira has also granted the underwriters a 30-day option to purchase up to an additional 318,750 shares to cover over-allotments, if any, which would result in additional gross proceeds. The offering is expected to close on or about March 18, 2014, subject to the satisfaction of customary closing conditions.

Tekmira anticipates using the net proceeds from this offering to develop and advance product candidates through clinical trials, as well as for working capital and general corporate purposes.

Leerink Partners LLC is acting as the sole manager for the offering.

The offering is being made pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission and a corresponding Canadian base shelf prospectus filed with the securities regulatory authority in each of the provinces of Canada, except Québec. All securities being sold in the offering are being sold only in the United States. A prospectus supplement relating to the offering will be filed with the SEC and with the securities regulatory authority in the province of British Columbia, Canada. When available, copies of the prospectus supplement relating to these securities may also be obtained from the offices of Leerink Partners LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, or via telephone at (800) 808-7525.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

About Tekmira

Tekmira Pharmaceuticals Corporation is a biopharmaceutical company focused on advancing novel RNAi therapeutics and providing its leading lipid nanoparticle delivery technology to pharmaceutical partners. Tekmira has been working in the field of nucleic acid delivery for over a decade and has broad intellectual property covering LNPs. Further information about Tekmira can be found at www.tekmirapharm.com. Tekmira is based in Vancouver, B.C.

Forward-Looking Statements and Information

This news release contains "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements in this news release include statements about a proposed underwritten offering of common stock, including an additional over-allotment option; the filing and delivery of a prospectus; proposed use of proceeds; Tekmira's strategy, future operations, clinical trials, prospects and the plans of management; RNAi (ribonucleic acid interference) product development programs; ongoing plans to advance therapeutics into multiple clinical trials; and expanding Tekmira's pipeline of proprietary products in order to bring new treatments to patients and maximize value for shareholders.

With respect to the forward-looking statements contained in this news release, Tekmira has made numerous assumptions regarding, among other things: LNP's status as a leading RNAi delivery technology. While Tekmira considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies.

Additionally, there are known and unknown risk factors which could cause Tekmira's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained herein. Known risk factors include, among others: the proposed underwritten offering of common shares may not be completed on the terms and in the timeframe currently anticipated, or at all; a prospectus for the proposed underwritten offering may not be filed or delivered in the timeframe contemplated, or at all; Tekmira's ability to obtain and protect intellectual property rights, and operate without infringing on the intellectual property rights of others; Tekmira's research and development capabilities and resources will not meet current or expected demand; Tekmira's products may not prove to be effective in the treatment of cancer and infectious diseases; the possibility that other organizations have made advancements in RNAi delivery technology that Tekmira is not aware of; the FDA will not approve the commencement of Tekmira's planned clinical trials or approve the use of Tekmira's products and generally, difficulties or delays in the progress, timing and results of clinical trials; the FDA may determine that the design and planned analysis of Tekmira's clinical trials do not adequately address the trial objectives in support of Tekmira's regulatory submissions; pre-clinical and clinical trials may be more costly or take longer to complete than anticipated; pre-clinical or clinical trials may not generate results that warrant future development of the tested drug candidate; and the possibility that Tekmira has not sufficiently budgeted for expenditures necessary to carry out planned activities.

A more complete discussion of the risks and uncertainties facing Tekmira appears in Tekmira's continuous disclosure filings, which are available at www.sedar.com or at www.sec.gov. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and Tekmira disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.

CONTACT: Investors
         Jodi Regts
         Director, Investor Relations
         Phone: 604-419-3234
         Email: jregts@tekmirapharm.com

         Media
         David Ryan
         Longview Communications Inc.
         Phone: 416-649-8007
         Email: dryan@longviewcomms.ca
 
 
 
Schedule “C”

Tekmira Announces Completion of Underwritten Public Offering of Common Stock

VANCOUVER, British Columbia, March 18, 2014 (GLOBE NEWSWIRE) -- Tekmira Pharmaceuticals Corporation (Nasdaq:TKMR) (TSX:TKM), a leading developer of RNA interference (RNAi) therapeutics, today announced that it has completed its previously announced underwritten public offering of 2,125,000 shares of its common stock at a price of US$28.50 per share for aggregate gross proceeds of US$60,562,500, before deducting underwriting discounts and commissions and other estimated offering expenses. The underwriter has also been granted a 30-day option to purchase up to an additional 318,750 shares to cover over-allotments, if any, which would result in additional gross proceeds.

Tekmira anticipates using the net proceeds from this offering to develop and advance product candidates through clinical trials, as well as for working capital and general corporate purposes.

Leerink Partners LLC is acting as the sole manager for the offering.

The offering was made pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission and a corresponding Canadian base shelf prospectus filed with the securities regulatory authority in each of the provinces of Canada, except Québec. All securities sold in the offering are being sold only in the United States. A prospectus supplement relating to the offering was filed with the SEC and with the securities regulatory authority in the province of British Columbia, Canada. Copies of the prospectus supplement relating to these securities may also be obtained from the offices of Leerink Partners LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, or via telephone at (800) 808-7525.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

About Tekmira

Tekmira Pharmaceuticals Corporation is a biopharmaceutical company focused on advancing novel RNAi therapeutics and providing its leading lipid nanoparticle delivery technology to pharmaceutical partners. Tekmira has been working in the field of nucleic acid delivery for over a decade and has broad intellectual property covering LNPs. Further information about Tekmira can be found at www.tekmira.com. Tekmira is based in Vancouver, B.C.

Forward-Looking Statements and Information

This news release contains "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements in this news release include statements about the option of an additional over-allotment to the underwriter; proposed use of proceeds; Tekmira's strategy, future operations, clinical trials, prospects and the plans of management; RNAi (ribonucleic acid interference) product development programs; ongoing plans to advance therapeutics into multiple clinical trials; and expanding Tekmira's pipeline of proprietary products in order to bring new treatments to patients and maximize value for shareholders.

With respect to the forward-looking statements contained in this news release, Tekmira has made numerous assumptions regarding, among other things: LNP's status as a leading RNAi delivery technology. While Tekmira considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies.

Additionally, there are known and unknown risk factors which could cause Tekmira's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained herein. Known risk factors include, among others: the overallotment option to the underwritten offering may not be exercised to the full amount anticipated, or at all; the proceeds of the offering may not be used for the purposes currently anticipated; Tekmira's ability to obtain and protect intellectual property rights, and operate without infringing on the intellectual property rights of others; Tekmira's research and development capabilities and resources will not meet current or expected demand; Tekmira's products may not prove to be effective in the treatment of cancer and infectious diseases; the possibility that other organizations have made advancements in RNAi delivery technology that Tekmira is not aware of; the FDA will not approve the commencement of Tekmira's planned clinical trials or approve the use of Tekmira's products and generally, difficulties or delays in the progress, timing and results of clinical trials; the FDA may determine that the design and planned analysis of Tekmira's clinical trials do not adequately address the trial objectives in support of Tekmira's regulatory submissions; pre-clinical and clinical trials may be more costly or take longer to complete than anticipated; pre-clinical or clinical trials may not generate results that warrant future development of the tested drug candidate; and the possibility that Tekmira has not sufficiently budgeted for expenditures necessary to carry out planned activities.

A more complete discussion of the risks and uncertainties facing Tekmira appears in Tekmira's continuous disclosure filings, which are available at www.sedar.com or at www.sec.gov. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and Tekmira disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.

CONTACT: Investors
         Jodi Regts
         Director, Investor Relations
         Phone: 604-419-3234
         Email: jregts@tekmirapharm.com

         Media
         David Ryan
         Longview Communications Inc.
         Phone: 416-649-8007
         Email: dryan@longviewcomms.ca