Current Report
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 12, 2012
MYREXIS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34275 | 26-3996918 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
305 Chipeta Way
Salt Lake City, UT 84108
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (801) 214-7800
(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:
| ¨ | 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 2.05 | Costs Associated with Exit or Disposal Activities. |
On February 15, 2012, Myrexis, Inc. (the “Company”) issued a press release announcing that its Board of Directors has retained Stifel Nicolaus Weisel (“Stifel”), an investment banking firm, to assist it in reviewing and evaluating a full range of strategic alternatives available to the Company to enhance shareholder value, and that it has suspended development activities on all its pre-clinical and clinical programs.
The decisions to engage Stifel and to suspend the Company’s pre-clinical and clinical programs was authorized by the Company’s Board of Directors on February 12, 2012, and is a result of the Company’s previously disclosed completion of an in-depth review of its drug development pipeline in order to objectively assess the technical, regulatory and economic potential of each of its drug development programs and to facilitate an effective allocation of the Company’s resources.
The Company will initiate an alignment of resources consistent with its decision to suspend further development activities. The estimated costs associated with this course of action and charges that will result in future cash expenditures cannot be determined in good faith by the Company at this time. However, the Company undertakes to file an amendment to this Current Report on Form 8-K within four business days after making a determination of such estimates or range of estimates.
A copy of the press release, dated February 15, 2012, is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On February 15, 2012, the Company issued a press release announcing that its Board of Directors has retained Stifel to assist it in reviewing and evaluating a full range of strategic alternatives available to the Company to enhance shareholder value, and that it has suspended development activities on all its pre-clinical and clinical programs, as described in Item 2.05 of this Current Report on Form 8-K. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | The following exhibit is filed with this report: |
|
Exhibit
|
Description |
|
| 99.1 | Press Release dated February 15, 2012. | |
2
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.
| MYREXIS, INC. | ||||||
| Dated: February 16, 2012 |
/s/ Andrea Kendell |
|||||
| Andrea Kendell | ||||||
| Chief Financial Officer | ||||||
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EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 99.1 | Press Release dated February 15, 2012. | |
4
Exhibit 99.1
|
Myrexis, Inc. Robert Lollini Chief Executive Officer 801-214-7815 investor.relations@myrexis.com |
The Ruth Group Stephanie Carrington / Joshua Drumm, PhD (investors) (646) 536-7017 / (646) 536-7006 scarrington@theruthgroup.com/jdrumm@theruthgroup.com
Victoria Aguiar (media) (646) 536-7013 vaguiar@theruthgroup.com |
Myrexis Retains Investment Bank to Explore
Strategic Alternatives
Company Suspends All Pre-Clinical and Clinical Programs
Salt Lake City, (February 15, 2012) – Myrexis, Inc. (Nasdaq: MYRX), a biotechnology company focused on the development of small molecule therapeutics, today announced that its Board of Directors has retained Stifel Nicolaus Weisel, an investment banking firm, to assist it in reviewing and evaluating a full range of strategic alternatives available to the Company to enhance shareholder value.
Myrexis has also suspended development activities on all its pre-clinical and clinical programs. The Company will initiate an alignment of resources consistent with its decision to suspend further development activities.
The Company is committed to conducting its review of potential alternatives as promptly as practicable. However, there can be no assurances that any particular alternative will be pursued or that any transaction will occur, or on what terms or as to its timing. Myrexis intends to provide additional information as appropriate.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to potential strategic alternatives that may enhance stockholder value. These “forward-looking statements” are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by forward-looking statements. These risks and uncertainties include, but are not limited to, the factors discussed under the heading “Risk Factors” contained in Myrexis’ Form 10-K, for the year ended June 30, 2011, which was filed with the Securities and Exchange Commission on September 13, 2011, as well as any updates to those risk factors filed from time to time in Myrexis’ Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. All information in this press release is as of the date of the release, and Myrexis undertakes no duty to update this information unless required by law.
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