RXi Pharmaceuticals Corp 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 10, 2012
GALENA BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (855) 855-4253
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))
On February 27, 2012, Galena Biopharma, Inc. (we, us, our, Galena or the Company) announced that our board of directors had declared a conditional dividend on Galena common stock of one share of common stock of RXi for each outstanding share of Galena common stock with a record date of March 8, 2012. In light of the conditional nature of the partial spin-off of RXi, our board of directors did not set a payment date for the distribution, and under NASDAQ rules of common stock is not trading ex-dividend.
On April 10, 2012, we rescinded the former March 8, 2012 record date for the conditional dividend. We have not determined whether or when to set a new record date.
The distribution to Galena stockholders of the shares of common stock of RXi, which we sometimes refer to as the spin-off shares, is to be made pursuant to the registration statement filed by RXi with the Securities and Exchange Commission and declared effective on February 14, 2012. Because the RXi registration statement will go stale on April 30, 2012, we must complete the distribution of the spin-off shares by that date, or cause RXi to update the information in the registration statement by filing a post-effective amendment thereto which would have to be declared effective by the SEC.
As previously announced, there is no assurance that the payment and distribution of the spin-off shares will be completed.
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.