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): February 20, 2009
SYNVISTA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16043
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13-3304550
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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221
West Grand Avenue
Montvale,
New Jersey 07645
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
___________________________________
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 24, 2009, Synvista
Therapeutics, Inc., a Delaware corporation (“we,” “us” or the “Company”) entered
into a Note Purchase Agreement (the “Agreement”) with the current holders (the
“Series B Holders,” and, together with the Company, the “Parties”) of its Series
B Preferred Stock, $0.01 par value per share (the “Series B Preferred
Stock”). Pursuant to the terms and subject to the conditions
contained in the Agreement, we issued (the “Note Issuance”) to the Series B
Holders senior secured promissory notes (the “Notes”) in the aggregate principal
amount of $2,875,000 representing the amount of the dividend accrued under the
Company’s Certificate of Incorporation for the benefit of the Series B Holders
through December 31, 2008. Each Note accrues interest at a rate of
1.25% per annum and the principal and interest on the Note are due and payable
on or after February 24, 2012.
The Series B Holders have waived their
rights to receive accruing dividends in cash during the term of the Notes,
provided there is no event of default under the Notes and the Notes remain
outstanding. If the Notes are repaid pursuant to the terms of the
Notes, and the Series B Preferred Stock remains outstanding at that time, the
right of the Series B Holders to receive any future dividends in cash shall
resume upon the maturity of the Notes.
Contemporaneously with the execution
and delivery of the Agreement and the issuance by us to the Series B Holders of
the Notes, the Parties executed (i) a Security Agreement (the “Security
Agreement”), pursuant to which we agreed to provide to the Series B Holders a
first priority security interest in certain Collateral (as this term is defined
in the Security Agreement) to secure our obligations under the Agreement and the
Notes, and (ii) an Intellectual Property Security Agreement (the “Intellectual
Property Security Agreement”), pursuant to which we agreed to provide to the
Series B Holders a first priority security interest in certain IP Collateral (as
this term is defined in the Security Agreement) to secure our obligations under
the Intellectual Property Security Agreement and the Notes.
The preceding descriptions of the Note
Issuance and the agreements related thereto do not purport to be complete and
are qualified in their entirety by reference to the agreements, copies of which
are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on
Form 8-K and incorporated herein by reference.
A copy of the press release announcing
the Note Issuance and entry into the related agreements is attached to this
Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by
reference.
ITEM
3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
(a), (b) and (c): Not
applicable.
(d)
On February 20, 2009, the Board of Directors of the Company unanimously voted to
voluntarily delist its common stock, par value $0.01 per share (the “Common
Stock”), from trading on the NYSE Alternext US LLC (the “NYSE Alternext”) and to
voluntarily terminate the registration of its Common Stock under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
The
Company has notified the NYSE Alternext of its intent to voluntarily delist its
common stock from trading on the NYSE Alternext. The Company has
determined that it is necessary to take these steps in order to preserve the
Company's limited remaining financial resources for the operation of the
Company's business.
As previously announced on December 24,
2008, the Company is currently not in compliance with certain NYSE Alternext
continued listing standards. The Company is not in compliance with Section
1003(a)(iii) of the NYSE Alternext Company Guide, due to its stockholders'
equity of less than $6,000,000 and losses from continuing operations and net
losses in its five most recent fiscal years.
The Company anticipates that it will
file with the Securities and Exchange Commission (the “SEC”) a Form 25 relating
to the delisting of its common stock from the NYSE Alternext on or about March
9, 2009, and that the delisting will be effective ten days
thereafter. Accordingly, the Company anticipates that the last day of
trading of its securities on NYSE Alternext will be on or about March 18,
2009. Following the delisting, the Company plans to file a Form 15 to
deregister its common stock under the Exchange Act. Upon the filing
of the Form 15, the Company's obligation to file certain reports with the SEC,
including Forms 10-K, 10-Q, and 8-K, will immediately be
suspended. The Company expects that the deregistration will become
effective 90 days after the date of filing of the Form 15 with the
SEC.
The Company anticipates that
following the delisting, its common stock may be quoted on the Pink Sheets, a
centralized electronic quotation service for over-the-counter securities, so
long as market makers demonstrate an interest in trading in the Company's
stock. However, the Company can give no assurance that trading in its
stock will continue on the Pink Sheets or on any other securities exchange or
quotation medium. Accordingly, stockholders' ability to effectuate
trades in the Company's common stock following the delisting is likely to be
materially adversely impacted.
A copy of the press release
announcing the Company’s intention to delist its common stock from trading on
the NYSE Alternext is attached to this Current Report on Form 8-K as Exhibit
99.1 and incorporated herein by reference.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(a), (c), (d), (e) and (f): Not
applicable.
(b): As
part of the Company's reduction in workforce, Alex D’Amico, the Company’s
Controller and Principal Accounting Officer, was laid off by the Company on
February 24, 2009. In connection with the layoff, Mr. D’Amico will
receive a one-month severance payment of approximately $11,300 and one month of
COBRA benefits. Wendy A. Milici, the Company’s principal financial
officer, has been acting as the Company's Principal Accounting Officer since Mr.
D’Amico’s departure.
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
(a) On
February 20, 2009, the Board of Directors of the Company approved an amendment
to the Company’s Certificate of Incorporation to increase the number of shares
designated as Series B Preferred Stock from 12,500,000 shares to 14,600,000
shares in order to make such shares available for the payment to the Series B
Holders of dividends on such shares of Series B Stock, pursuant to the terms of
the Certificate of Incorporation. A copy of the Certificate of
Increase is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
(b) Not
applicable.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
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3.1
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Certificate
of Increase of Series B Preferred Stock dated February 24,
2009.
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10.1
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Note
Purchase Agreement dated February 24, 2009.
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10.2
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Security
Agreement dated February 24, 2009.
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10.3
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Intellectual
Property Security Agreement dated February 24, 2009.
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10.4
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Form
of Senior Secured Promissory Note relating to the Note Purchase
Agreement.
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99.1
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Press
Release dated February 24,
2009.
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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.
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SYNVISTA
THERAPEUTICS, INC.
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Dated: February
26, 2009
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/s/ Noah Berkowitz, M.D.,
Ph.D.
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Noah
Berkowitz, M.D., Ph.D.
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit Number
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Description
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3.1
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Certificate
of Increase of Series B Preferred Stock dated February 24,
2009.
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10.1
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Note
Purchase Agreement dated February 24, 2009.
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10.2
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Security
Agreement dated February 24, 2009.
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10.3
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Intellectual
Property Security Agreement dated February 24, 2009.
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10.4
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Form
of Senior Secured Promissory Note relating to the Note Purchase
Agreement.
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99.1
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Press
Release dated February 24,
2009.
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