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| CIK | 1311596 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tobira Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| January 18, 2017 |
TBRA / Tobira Therapeutics, Inc. / MONTREUX EQUITY PARTNERS IV LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tobira Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88883P101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| November 14, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35953 TOBIRA THERAPEUTICS, INC. (Exact name of registrant as specified i |
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| November 4, 2016 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| November 3, 2016 |
S-8 POS As filed with the Securities and Exchange Commission on November 3, 2016 Registration No. |
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| November 3, 2016 |
S-8 POS As filed with the Securities and Exchange Commission on November 3, 2016 Registration No. |
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| November 3, 2016 |
S-8 POS 1 d286696ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 3, 2016 Registration No. 333-191672 333-194513 333-204702 333-207935 333-211295 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENTS Under The Securities Act of 1933 Tobira Therapeutics, Inc. (Exact name of registrant a |
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| November 3, 2016 |
S-8 POS As filed with the Securities and Exchange Commission on November 3, 2016 Registration No. |
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| November 3, 2016 |
S-8 POS 1 d286696ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 3, 2016 Registration No. 333-191672 333-194513 333-204702 333-207935 333-211295 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENTS Under The Securities Act of 1933 Tobira Therapeutics, Inc. (Exact name of registrant a |
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| November 3, 2016 |
As filed with the Securities and Exchange Commission on November 3, 2016 Registration No. |
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| November 3, 2016 |
POS AM As filed with the Securities and Exchange Commission on November 3, 2016 Registration No. |
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| November 3, 2016 |
Exhibit 1 EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need to be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Tobira Therapeutics, Inc. |
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| November 3, 2016 |
Exhibit 2 EXHIBIT 2 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steve R. |
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| November 3, 2016 |
TBRA / Tobira Therapeutics, Inc. / Frazier Healthcare V, LP - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tobira Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 88883P101 (CUSIP Number) Steve R. Bailey c/o Frazier Healthcare Partners 601 Union Street, Suite 3200 Seattle, WA 98101 (206) 621- |
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| November 2, 2016 |
TBRA / Tobira Therapeutics, Inc. / Allergan plc - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 Tobira Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti |
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| November 1, 2016 |
8-K 1 d273881d8k.htm FORM 8-K 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): November 1, 2016 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdict |
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| November 1, 2016 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TOBIRA THERAPEUTICS, INC. a Delaware Corporation (hereinafter referred to as the ?Corporation?) ARTICLE I OFFICES Section 1. Registered Office. The registered office and the registered agent of the Corporation are as set forth in the Certificate of Incorporation. Section 2. Other Offices. The Corporation may also have offices at such other places b |
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| November 1, 2016 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TOBIRA THERAPEUTICS, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TOBIRA THERAPEUTICS, INC. FIRST: The name of the Corporation is Tobira Therapeutics, Inc. (hereinafter the ?Corporation?). SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its regi |
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| November 1, 2016 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) Tobira Therapeutics, Inc. (Name of Subject Company) Tobira Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) |
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| November 1, 2016 |
EX-99.(a)(1)(K) Exhibit (a)(1)(K) NEWS RELEASE CONTACTS: ALLERGAN: Investors: Lisa DeFrancesco (862) 261-7152 Media: Mark Marmur (862) 261-7558 Allergan Successfully Completes Tobira Therapeutics Acquisition ? Acquisition Adds Global Rights to Highly Differentiated Compounds to Treat Multi-Factorial Elements of NASH ? ? Cenicriviroc (CVC) First-in-Class Oral CCR2/5 Inhibitor Impacting Inflammation |
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| November 1, 2016 |
SC TO-T/A 1 d276060dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) TOBIRA THERAPEUTICS, INC. (Name of Subject Company) SAPPHIRE ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of ALLERGAN HOLDCO US, I |
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| October 27, 2016 |
SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) Tobira Therapeutics, Inc. (Name of Subject Company) Tobira Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) |
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| October 19, 2016 |
EX-99.(a)(1)(J) Exhibit (a)(1)(J) NEWS RELEASE CONTACTS: ALLERGAN: Investors: Lisa DeFrancesco (862) 261-7152 Media: Mark Marmur (862) 261-7558 TOBIRA: Investors: Ian Clements, Ph.D. (650) 351-5013 Media: Brewlife Kelly Boothe, Ph.D. (415) 946-1076 Allergan and Tobira Therapeutics Announce Early Termination of Hart-Scott-Rodino Waiting Period for Allergan?s Proposed Acquisition of Tobira DUBLIN, a |
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| October 19, 2016 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) Tobira Therapeutics, Inc. (Name of Subject Company) Tobira Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 88883P 10 |
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| October 19, 2016 |
EX-99.(A)(1)(J) 2 d258391dex99a1j.htm EX-99.(A)(1)(J) Exhibit (a)(1)(J) NEWS RELEASE CONTACTS: ALLERGAN: Investors: Lisa DeFrancesco (862) 261-7152 Media: Mark Marmur (862) 261-7558 TOBIRA: Investors: Ian Clements, Ph.D. (650) 351-5013 Media: Brewlife Kelly Boothe, Ph.D. (415) 946-1076 Allergan and Tobira Therapeutics Announce Early Termination of Hart-Scott-Rodino Waiting Period for Allergan’s Pr |
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| October 19, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) TOBIRA THERAPEUTICS, INC. (Name of Subject Company) SAPPHIRE ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of ALLERGAN HOLDCO US, INC. (Offeror) An Indirect Wholl |
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| October 14, 2016 |
SC TO-T/A 1 d48008dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) TOBIRA THERAPEUTICS, INC. (Name of Subject Company) SAPPHIRE ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of ALLERGAN HOLDCO US, IN |
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| October 14, 2016 |
TOBIRA THERAPEUTICS, INC. October 11, 2016 EX-99.(E)(24) 2 d16874dex99e24.htm EX-99.(E)(24) Exhibit (e)(24) TOBIRA THERAPEUTICS, INC. October 11, 2016 Laurent Fischer, M.D. [Address] [Address] Dear Laurent Fischer, M.D.: Tobira Therapeutics, Inc. (the “Company”) is pleased to inform you of the following enhancements in your compensation: 1. Parachute Payments. (a) Gross-Up Payment. If it is determined that any Payment constitutes a parachu |
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| October 14, 2016 |
TOBIRA THERAPEUTICS, INC. October 11, 2016 EX-99.(E)(26) Exhibit (e)(26) TOBIRA THERAPEUTICS, INC. October 11, 2016 Helen Jenkins [Address] [Address] Dear Helen Jenkins: Tobira Therapeutics, Inc. (the ?Company?) is pleased to inform you of the following enhancements in your compensation: 1. Parachute Payments. (a) Gross-Up Payment. If it is determined that any Payment constitutes a parachute payment within the meaning of Section 280G of th |
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| October 14, 2016 |
TOBIRA THERAPEUTICS, INC. October 11, 2016 EX-99.(E)(25) Exhibit (e)(25) TOBIRA THERAPEUTICS, INC. October 11, 2016 Eric Lefebvre, M.D. [Address] [Address] Dear Eric Lefebvre, M.D.: Tobira Therapeutics, Inc. (the ?Company?) is pleased to inform you of the following enhancements in your compensation: 1. Parachute Payments. (a) Gross-Up Payment. If it is determined that any Payment constitutes a parachute payment within the meaning of Sectio |
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| October 14, 2016 |
TOBIRA THERAPEUTICS, INC. October 11, 2016 EX-99.(E)(27) Exhibit (e)(27) TOBIRA THERAPEUTICS, INC. October 11, 2016 Chris Peetz [Address] [Address] Dear Chris Peetz: Tobira Therapeutics, Inc. (the ?Company?) is pleased to inform you of the following enhancements in your compensation: 1. Parachute Payments. (a) Gross-Up Payment. If it is determined that any Payment constitutes a parachute payment within the meaning of Section 280G of the Co |
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| October 14, 2016 |
SC 14D9/A 1 d16874dsc14d9a.htm SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) Tobira Therapeutics, Inc. (Name of Subject Company) Tobira Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share |
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| October 4, 2016 |
SC 14D9/A 1 d253428dsc14d9a.htm SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) Tobira Therapeutics, Inc. (Name of Subject Company) Tobira Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per shar |
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| October 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) TOBIRA THERAPEUTICS, INC. (Name of Subject Company) SAPPHIRE ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of ALLERGAN HOLDCO US, INC. (Parent of Offeror) An Indirect Wholl |
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| October 3, 2016 |
SC 14D9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Tobira Therapeutics, Inc. (Name of Subject Company) Tobira Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 88883P 10 1 (CUSIP |
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| October 3, 2016 |
TOBIRA THERAPEUTICS, INC. October 3, 2016 EX-99.(e)(22) Exhibit (e)(22) TOBIRA THERAPEUTICS, INC. October 3, 2016 Eric A. Lefebvre, M.D. Dear Eric: Tobira Therapeutics, Inc. (the ?Company?) is pleased to enhance your compensation benefits on the following terms. Except as described in this letter agreement (this ?Agreement?), that certain letter agreement between you and the Company dated as of November 24, 2011 (the ?Offer Letter?) shall |
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| October 3, 2016 |
TOBIRA THERAPEUTICS, INC. October , 2016 EX-99.(e)(23) Exhibit (e)(23) TOBIRA THERAPEUTICS, INC. October , 2016 [Name] [Address] [Address] Dear [Name]: Tobira Therapeutics, Inc. (the ?Company?) is pleased to inform you of the following enhancements in your compensation: 1. Parachute Payments. (a) Gross-Up Payment. If it is determined that any Payment constitutes a parachute payment within the meaning of Section 280G of the Code and is su |
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| October 3, 2016 |
EX-99.(A)(1)(A) Table of Contents Exhibit (a) (1) (A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of TOBIRA THERAPEUTICS, INC. at $28.35 per share plus one non-transferable contractual contingent value right for each share, which represents the right to receive contingent payments of up to $49.84 in cash in the aggregate per share, if any, upon the achievement of certain mile |
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| October 3, 2016 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TOBIRA THERAPEUTICS, INC. (Name of Subject Company) SAPPHIRE ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of ALLERGAN HOLDCO US, INC. (Parent of Offeror) An Indirect Wholly Owned Su |
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| October 3, 2016 |
EX-99.(A)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of TOBIRA THERAPEUTICS, INC. a Delaware corporation at $28.35 per share plus one non-transferable contractual contingent value right for each share, which represents the right to receive contingent payments of up to $49.84 in cash in the aggregate per share, if any, upon the achievement of certain m |
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| October 3, 2016 |
EX-99.(A)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of TOBIRA THERAPEUTICS, INC. a Delaware corporation at $28.35 per share plus one non-transferable contractual contingent value right for each share, which represents the right to receive contingent payments of up to $49.84 in cash in the aggregate per share, if any, upon the achievement of certain |
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| October 3, 2016 |
EX-99.(A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of TOBIRA THERAPEUTICS, INC. a Delaware corporation at $28.35 per share plus one non-transferable contractual contingent value right for each share, which represents the right to receive contingent payments of up to $49.84 in cash in the aggregate per share, if any, upon the achievement of certain milestones P |
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| October 3, 2016 |
EX-99.(A)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of TOBIRA THERAPEUTICS, INC. a Delaware corporation at $28.35 per share plus one non-transferable contractual contingent value right for each share, which represents the right to receive contingent payments of up to $49.84 in cash in the aggregate per share, if any, upon the achievement of certain m |
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| October 3, 2016 |
EX-99.(A)(1)(I) Exhibit (a)(1)(I) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase, dated October 3, 2016, and the related Letter of Transmittal and any amendments or supplemen |
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| October 3, 2016 |
CONFIDENTIAL DISCLOSURE AGREEMENT EX-99.(D)(2) Exhibit (d)(2) CONFIDENTIAL DISCLOSURE AGREEMENT This Confidential Disclosure Agreement (this ?Agreement?), effective as of August 1, 2016 (the ?Effective Date?), by and between Tobira Therapeutics, Inc., a Delaware corporation, with its principal place of business at 701 Gateway Boulevard, Suite 300, South San Francisco, CA, 94080 (?Discloser?), and Allergan, Inc., a Delaware corpora |
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| September 29, 2016 |
EX-99.1 2 d257457dex991.htm EX-1 Exhibit 1 Execution Version AGREEMENT AND PLAN OF MERGER among: TOBIRA THERAPEUTICS, INC., a Delaware corporation; ALLERGAN HOLDCO US, INC., a Delaware corporation; and SAPPHIRE ACQUISITION CORP., a Delaware corporation Dated as of September 19, 2016 Table of Contents Section 1 THE OFFER 1.1 The Offer. 2 1.2 Company Actions. 4 Section 2 MERGER TRANSACTION 2.1 Merge |
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| September 29, 2016 |
EX-4 Exhibit 4 AGREEMENT OF JOINT FILING This joint filing agreement (this “Agreement”) is made and entered into as of this 29th day of September, 2016, by and among Allergan plc, Allergan Holdco US, Inc. |
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| September 29, 2016 |
EX-2 Exhibit 2 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 19, 2016, is entered into by and among Allergan Holdco US, Inc. |
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| September 29, 2016 |
TBRA / Tobira Therapeutics, Inc. / Allergan plc - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 Tobira Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88883P 10 1 (CUS |
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| September 23, 2016 |
TBRA / Tobira Therapeutics, Inc. / STONEPINE CAPITAL, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tobira Therapeutics, Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 88883P101 (CUSIP Number) September 14, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| September 22, 2016 |
SC 13G 1 formsc13g.htm PENTWATER CAPITAL MANAGEMENT LP SC 13G 9-20-2016 (TOBIRA THERAPEUTICS, INC) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* TobiraTherapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 88883P101 (CUSIP Number) September 20, 2016 (Date of Ev |
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| September 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 6)1 Tobira Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 88883P 10 1 (CUSIP Number) Septem |
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| September 21, 2016 |
ALLERGAN THERAPEUTICS TO ACQUIRE AND ACQUIRES TOBIRA AKARNA THERAPEUTICS EX-99.1 Exhibit 99.1 ALLERGAN THERAPEUTICS TO ACQUIRE AND ACQUIRES TOBIRA AKARNA THERAPEUTICS ALLERGAN PHARMACEUTICALS TO ACQUIRE VITAE Taking a Leading R&D Position in NASH and Expanding Global Dermatology Pipeline ALLERGAN CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation contains ?forward-looking statements? relating to the acquisitions of Tobira Therapeutics, Inc. (?T |
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| September 21, 2016 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TOBIRA THERAPEUTICS, INC. (Name of Subject Company) SAPPHIRE ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of ALLERGAN HOLDCO US, INC. (Parent of Offeror) An Indirect Wholly Owned Su |
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| September 20, 2016 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Tobira Therapeutics, Inc. (Name of Subject Company) Tobira Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 88883P 10 1 (CUSIP Number o |
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| September 20, 2016 |
EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: ALLERGAN: Investors: Lisa DeFrancesco (862) 261-7152 Media: Mark Marmur (862) 261-7558 Allergan Acquires Akarna Therapeutics Adding to its Strong Development Program and Commitment to Innovation in NASH ? Acquisition Adds Global Rights to AKN-083, a Potentially Best-in-Class Preclinical FXR Agonist for the Treatment of NASH ? ? NASH Fastest Growing Cause |
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| September 20, 2016 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TOBIRA THERAPEUTICS, INC. (Name of Subject Company) SAPPHIRE ACQUISITION CORP. (Offeror) A Wholly Owned Subsidiary of ALLERGAN HOLDCO US, INC. (Parent of Offeror) An Indirect Wholly Owned Su |
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| September 20, 2016 |
EX-99.2 Exhibit 99.2 NEWS RELEASE CONTACTS: ALLERGAN: Investors: Lisa DeFrancesco (862) 261-7152 Media: Mark Marmur (862) 261-7558 TOBIRA: Investors: Ian Clements, Ph.D. (650) 351-5013 Media: Brewlife Kelly Boothe, Ph.D. (415) 946-1076 Allergan to Acquire Tobira Therapeutics Expanding Global GI R&D Pipeline and Taking a Leading R&D Position in NASH ? Acquisition Adds Global Rights to Highly Differ |
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| September 20, 2016 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among: TOBIRA THERAPEUTICS, INC., a Delaware corporation; ALLERGAN HOLDCO US, INC., a Delaware corporation; and SAPPHIRE ACQUISITION CORP., a Delaware corporation Dated as of September 19, 2016 Table of Contents Section 1 THE OFFER 1.1 The Offer. 2 1.2 Company Actions. 4 Section 2 MERGER TRANSACTION 2.1 Merger of Purchaser into the |
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| September 20, 2016 |
EX-99.1 Exhibit 99.1 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of September 19, 2016, is entered into by and among Allergan Holdco US, Inc., a Delaware corporation (?Parent?), Sapphire Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (?Purchaser?), and each of the individuals or entities set |
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| September 20, 2016 |
8-K 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): September 19, 2016 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incorporation) (C |
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| September 20, 2016 |
EX-99.1 Exhibit 99.1 NEWS RELEASE CONTACTS: ALLERGAN: Investors: Lisa DeFrancesco (862) 261-7152 Media: Mark Marmur (862) 261-7558 TOBIRA: Investors: Ian Clements, Ph.D. (650) 351-5013 Media: Brewlife Kelly Boothe, Ph.D. (415) 946-1076 Allergan to Acquire Tobira Therapeutics Expanding Global GI R&D Pipeline and Taking a Leading R&D Position in NASH ? Acquisition Adds Global Rights to Highly Differ |
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| September 20, 2016 |
Form 8-K 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): September 20, 2016 (September 20, 2016) ALLERGAN PLC (Exact name of registrant as specified in its charter) Ireland 001-36867 98-1114402 (State or Other Jurisdiction of Incor |
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| September 9, 2016 |
EX-10.1 Exhibit 10.1 CENICRIVIROC: LICENSE AGREEMENT TOBIRA THERAPEUTICS, INC. and DONG-A ST CO., LTD. Dated as of April 11, 2016 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Cenicriviroc Execution Copy CONFIDENTIAL LICENSE AGREEMENT This |
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| September 9, 2016 |
10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. |
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| September 9, 2016 |
EX-10.2 Exhibit 10.2 EVOGLIPTIN: LICENSE AGREEMENT DONG-A ST CO., LTD. and TOBIRA THERAPEUTICS, INC. Dated as of April 11, 2016 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Evogliptin CONFIDENTIAL Execution Copy LICENSE AGREEMENT This Lice |
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| September 1, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 5)1 Tobira Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 88883P 10 1 (CUSIP Number) August |
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| August 10, 2016 |
TBRA / Tobira Therapeutics, Inc. / Novo A/S - SC 13G/A Passive Investment SC 13G/A 1 d239193dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tobira Therapeutics, Inc. (Name of Issuer) Common Stock (Title of class of securities) 88883P101 (CUSIP number) August 3, 2016 (Date of event which requires filing of this statement) Check the appropriate box to des |
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| August 10, 2016 |
TBRA / Tobira Therapeutics, Inc. / Novo A/S - SC 13G/A Passive Investment SC 13G/A 1 d239193dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tobira Therapeutics, Inc. (Name of Issuer) Common Stock (Title of class of securities) 88883P101 (CUSIP number) August 3, 2016 (Date of event which requires filing of this statement) Check the appropriate box to des |
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| August 9, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition tbra-8k20160809.htm 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): August 9, 2016 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incor |
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| August 9, 2016 |
tbra-ex9916.htm Exhibit 99.1 Tobira Therapeutics Reports Second Quarter 2016 Financial and Business Results -Guest Speaker Arun Sanyal, M.D. to Speak on CENTAUR Study and NASH Landscape- -Conference Call to be Held Today at 4:30 p.m. Eastern Time- SOUTH SAN FRANCISCO, Calif., August 9, 2016 ? Tobira Therapeutics, Inc. (NASDAQ: TBRA) a clinical-stage biopharmaceutical company focused on developing |
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| August 9, 2016 |
Quarterly Report - TBRA-Q2-20160630 tbra-10q20160630.htm Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss |
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| July 25, 2016 |
Financial Statements and Exhibits tbra-8k20160725.htm 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): July 25, 2016 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incorp |
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| July 25, 2016 |
tbra-ex9916.htm Exhibit 99.1 Tobira Therapeutics Announces Clinically and Statistically Significant Improvement in Liver Fibrosis from Phase 2b CENTAUR NASH Trial at One Year -Company Plans to Initiate Phase 3 Study in 2017 Based on Cenicriviroc Meeting Potentially Registrational NASH Fibrosis Endpoint- -No Difference Seen in Primary Endpoint, Improvement of NAFLD Activity Score- -Conference Call |
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| July 22, 2016 |
EX-10.1 2 d227182dex101.htm EX-10.1 Exhibit 10.1 CENICRIVIROC: LICENSE AGREEMENT TOBIRA THERAPEUTICS, INC. and DONG-A ST CO., LTD. Dated as of April 11, 2016 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Cenicriviroc Execution Copy CONFIDEN |
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| July 22, 2016 |
Tobira Therapeutics 10-Q/A (Quarterly Report) 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. |
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| July 22, 2016 |
EX-10.2 Exhibit 10.2 EVOGLIPTIN: LICENSE AGREEMENT DONG-A ST CO., LTD. and TOBIRA THERAPEUTICS, INC. Dated as of April 11, 2016 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Evogliptin CONFIDENTIAL Execution Copy LICENSE AGREEMENT This Lice |
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| May 11, 2016 |
FORM S-8 As filed with the Securities and Exchange Commission on May 11, 2016 Registration No. |
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| May 9, 2016 |
Tobira Therapeutics 10-Q (Quarterly Report) 10-Q 1 tbra-10q20160331.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr |
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| May 9, 2016 |
tbra-ex9916.htm Exhibit 99.1 Tobira Therapeutics Reports First Quarter 2016 Financial and Business Results Conference Call to be Held Today at 4:30 p.m. Eastern Time SOUTH SAN FRANCISCO, Calif., May 9, 2016 ? Tobira Therapeutics, Inc. (NASDAQ: TBRA), a clinical-stage biopharmaceutical company focused on the development and commercialization of novel treatments for liver and inflammatory diseases, |
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| May 9, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition tbra-8k20160509.htm 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): May 9, 2016 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incorpor |
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| May 9, 2016 |
Exhibit 10.1 Cenicriviroc: LICENSE AGREEMENT TOBIRA THERAPEUTICS, INC. and Dong-A ST Co., Ltd. Dated as of April 11, 2016 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Cenicriviroc Execution Copy CONFIDENTIAL LICENSE AGREEMENT This License |
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| May 9, 2016 |
Exhibit 10.2 EVOGLIPTIN: LICENSE AGREEMENT Dong-A ST Co., Ltd. and TOBIRA THERAPEUTICS, INC. Dated as of April 11, 2016 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Evogliptin CONFIDENTIAL Execution Copy LICENSE AGREEMENT This License Agre |
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| April 28, 2016 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 28, 2016 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitte |
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| April 11, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 tbra-8k20160411.htm 8-K 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): April 11, 2016 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdictio |
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| April 11, 2016 |
tbra-ex99117.htm Exhibit 99.1 Tobira Therapeutics and Dong-A ST Enter Into License Agreements for Evogliptin and Cenicriviroc Tobira gains rights to second asset for NASH in North America, Europe & Australia First combination study with cenicriviroc to begin late 2016 Conference Call Scheduled for today at 8:30 a.m. ET South San Francisco, Calif., and Seoul, Republic of Korea, April 11, 2016?Tobir |
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| March 3, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 3, 2016 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incorporation) (Commission |
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| March 3, 2016 |
Tobira Therapeutics Reports Fourth Quarter 2015 Financial and Year-End Business Results EX-99.1 2 v433400ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Tobira Therapeutics Reports Fourth Quarter 2015 Financial and Year-End Business Results Cash Balance of $62.8 million On Track to Report CENTAUR NASH Phase 2b Study Primary Endpoint in Third Quarter Conference Call to be Held Today at 4:30 p.m. Eastern Time SOUTH SAN FRANCISCO, Calif., March 3, 2016 /PRNewswire/ - Tobira Therapeutics, Inc. (NAS |
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| March 3, 2016 |
Tobira Therapeutics 10-K (Annual Report) 10-K 1 tbra-10k20151231.htm 10-K . UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission Fi |
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| February 16, 2016 |
SC 13G/A 1 sc13ga407422tob02162016.htm AMENDMENT NO. 4 TO THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4)1 Tobira Therapeutics, Inc. (Name of Issuer) Common Stock, par va |
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| February 16, 2016 |
TBRA / Tobira Therapeutics, Inc. / MONTREUX EQUITY PARTNERS IV LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tobira Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 88883P101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 16, 2016 |
ex99-1.htm Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated February 16, 2016 with respect to the shares of Common Stock of Tobira Therapeutics, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d |
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| February 12, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information To Be Included In Statements Filed Pursuant To § 240.13d-1(b), (c), and (d) and Amendments Thereto Filed Pursuant To § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1) * Tobira Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of C |
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| February 12, 2016 |
TBRA / Tobira Therapeutics, Inc. / Novo A/S - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tobira Therapeutics, Inc. (Name of Issuer) Common Stock (Title of class of securities) 88883P101 (CUSIP number) December 31, 2015 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to |
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| February 12, 2016 |
Tobira Therapeutics 3G/A (Passive Acquisition of More Than 5% of Shares) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tobira Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 88883P101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| December 18, 2015 |
Unassociated Document POWER OF ATTORNEY THE UNDERSIGNED hereby makes, constitutes and appoints Lisa A. |
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| November 10, 2015 |
S-8 As filed with the Securities and Exchange Commission on November 10, 2015 Registration No. |
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| November 10, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35953 TOBIRA THERAPEUTICS, INC. |
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| November 10, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2015 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incorporation) (Commis |
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| November 10, 2015 |
Tobira Therapeutics Reports Third Quarter 2015 Financial Results Exhibit 99.1 Tobira Therapeutics Reports Third Quarter 2015 Financial Results Conference Call to be Held Today at 4:30 p.m. Eastern Time SOUTH SAN FRANCISCO, Calif., Nov. 10, 2015 /PRNewswire/ - Tobira Therapeutics, Inc. (NASDAQ: TBRA), a biopharmaceutical company developing novel treatments for non-alcoholic steatohepatitis (NASH) and other serious immuno-inflammatory and fibrotic diseases, today |
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| August 17, 2015 |
Exhibit 99.1 Exhibit 99.1 Tobira Therapeutics Announces Initiation of ORION, a Phase 2a Study of Cenicriviroc in Obese Patients with Suspected Fatty Liver Disease SOUTH SAN FRANCISCO, Calif. ? August 17, 2015 ? Tobira Therapeutics, Inc. (NASDAQ: TBRA), a clinical-stage biopharmaceutical company focused on the development and commercialization of novel treatments for liver and inflammatory diseases |
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| August 17, 2015 |
Tobira Therapeutics FORM 8-K (Current Report/Significant Event) Form 8-K 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): August 17, 2015 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incorporation) |
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| August 11, 2015 |
Exhibit 10.16 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ? ACT ?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUB |
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| August 11, 2015 |
Exhibit 10.14 OFFICE LEASE BY AND BETWEEN DWF III GATEWAY, LLC, a Delaware limited liability company, as Landlord And TOBIRA THERAPEUTICS, INC., a Delaware corporation, as Tenant For Leased Premises at Suite 300, 701 Gateway Boulevard, South San Francisco, California TABLE OF CONTENTS ARTICLE 1 SALIENT LEASE TERMS 1 ARTICLE 2 ADDITIONAL DEFINITIONS 3 ARTICLE 3 PREMISES AND COMMON AREAS 8 ARTICLE 4 |
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| August 11, 2015 |
Exhibit 10.11 Tobira Therapeutics, Inc. 701 Gateway Blvd, Suite 200 South San Francisco, CA 94080 February 13, 2014 Andrew A. Hindman Dear Andrew: This letter (the ?Agreement?) confirms the agreement between you and Tobira Therapeutics, Inc. (the ?Company?) regarding your resignation from employment with the Company. 1. Termination Date. Your employment with the Company terminated on January 31, 2 |
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| August 11, 2015 |
EX-99.1 Exhibit 99.1 Tobira Therapeutics Reports Second Quarter 2015 Financial Results Positive Momentum on NASH Clinical Program Strong Quarter-end Cash Position of $63.7 Million Conference Call to be Held Today at 4:30 p.m. Eastern Time SOUTH SAN FRANCISCO, Calif. ? August 11, 2015 ? Tobira Therapeutics, Inc. (NASDAQ: TBRA), a clinical-stage biopharmaceutical company focused on the development a |
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| August 11, 2015 |
Exhibit 10.17 CONSULTING AGREEMENT This Consulting Agreement (the Agreement ), effective 7/15/14 (the Effective Date ), is entered into by CAROL L. BROSGART, M.D. , an individual with a principal place of business at 3133 Lewiston Avenue, Berkeley, CA 94705 ( Consultant ), and TOBIRA THERAPEUTICS, INC. a Delaware corporation with a place of business at 701 Gateway Blvd, Suite 200, South San Franci |
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| August 11, 2015 |
Tobira Therapeutics, Inc. 701 Gateway Blvd., Suite 200 South San Francisco, CA, 94080 March 24, 2014 Exhibit 10.8 Tobira Therapeutics, Inc. 701 Gateway Blvd., Suite 200 South San Francisco, CA, 94080 March 24, 2014 Mr. Chris Peetz Dear Chris: Tobira Therapeutics, Inc. (the ?Company?) is pleased to offer you employment on the following terms: 1. Position. Your title will be Chief Financial Officer, and you will report to the Chief Executive Officer of the Company. This is a full-time position. Whi |
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| August 11, 2015 |
Tobira Therapeutics, Inc. 2010 Stock Plan Adopted on February 25, 2010 TABLE OF CONTENTS Exhibit 10.3 Tobira Therapeutics, Inc. 2010 Stock Plan Adopted on February 25, 2010 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a) General Rule 1 (b) Ten-Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN 2 (a) Basic Limitation 2 (b) Addi |
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| August 11, 2015 |
Exhibit 10.19 CONSULTING AGREEMENT Effective May 4, 2015, Michael A. Metzger, an unincorporated individual ("Consultant") and Tobira Therapeutics, Inc. ("Company") agree as follows: 1. Services; Payment; No Violation of Rights or Obligations. a. Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A. As the o |
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| August 11, 2015 |
TOBIRA THERAPEUTICS, INC. 198 ROUTE 9 NORTH, SUITE 200 MANALAPAN, NJ 07726 Exhibit 10.13 TOBIRA THERAPEUTICS, INC. 198 ROUTE 9 NORTH, SUITE 200 MANALAPAN, NJ 07726 November 24, 2011 Eric A. Lefebvre, M.D. Dear Eric: Tobira Therapeutics, Inc. (the ?Company?) is pleased to offer you employment on the following terms: 1. Position. Your initial title will be Chief Medical Officer, and you will report to the Company?s Chief Executive Officer. This is a full-time position. Whi |
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| August 11, 2015 |
Exhibit 10.12 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. WARRANT TO PURCHASE STOCK Corporation: Tobira Therapeutics, Inc. Number of Shares: 218,539 Class of Stock: Series B Preferred Stock (the ?Series B Preferred?) Initial Exerc |
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| August 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35953 TOBIRA THERAPEUTICS, INC. |
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| August 11, 2015 |
Tobira Therapeutics, Inc. 198 US HIGHWAY 9 NORTH, SUITE 200 MANALAPAN, NJ 07726 Exhibit 10.9 Tobira Therapeutics, Inc. 198 US HIGHWAY 9 NORTH, SUITE 200 MANALAPAN, NJ 07726 July 23, 2011 Helen Jenkins Dear Helen, Tobira Therapeutics, Inc. (the ?Company?) is pleased to offer you employment on the following terms: 1. Position. Your initial title will be Senior Vice President, Program Leadership, and you will initially report to the Company?s President & CEO. In this capacity, y |
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| August 11, 2015 |
Exhibit 10.18 Tobira Therapeutics, Inc. Management Cash Incentive Plan (As Adopted Effective May 15, 2015) TABLE OF CONTENTS Page ARTICLE 1. BACKGROUND AND PURPOSE 1 1.1 Effective Date 1 1.2 Purpose of the Plan 1 ARTICLE 2. DEFINITIONS 1 ARTICLE 3. SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS 2 3.1 Selection of Participants 2 3.2 Determination of Performance Goals 2 3.3 Determination of T |
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| August 11, 2015 |
TOBIRA THERAPEUTICS, INC. 2007 STOCK PLAN Exhibit 10.2 TOBIRA THERAPEUTICS, INC. 2007 STOCK PLAN 1. Purposes of the Plan. The purposes of this 2007 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company?s business. Options granted under the Plan may be Incentive Stock Options or Non |
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| August 11, 2015 |
Tobira Therapeutics, Inc . 701 Gateway Blvd, Suite 200 South San Francisco, CA, 94080 March 17, 2014 Exhibit 10.7 Tobira Therapeutics, Inc . 701 Gateway Blvd, Suite 200 South San Francisco, CA, 94080 March 17, 2014 Laurent Fischer, M.D. Dear Laurent: Tobira Therapeutics, Inc. (the ?Company?) is pleased to offer you employment on the following terms: 1. Position. Your title will be Chief Executive Officer and Chairman of the Board; provided, however, that the Board always reserves the right to ele |
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| August 11, 2015 |
Exhibit 10.4 TOBIRA THERAPEUTICS, INC. 2013 EQUITY COMPENSATION PLAN (As Amended and Restated Effective May 15, 2015) 1. Establishment and Purpose The purpose of the Tobira Therapeutics, Inc. 2013 Equity Compensation Plan (the ?Plan?) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and perso |
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| August 11, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 11, 2015 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incorporation) (Commissi |
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| August 11, 2015 |
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.21 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT to Loan and Security Agreement (this ?Amendment?) is entered into as of August 10, 2015, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (?Oxford?), as collateral agent (in such capacity, ?Collateral Agent?), the Le |
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| August 11, 2015 |
Tobira Therapeutics, Inc. April 29, 2014 Exhibit 10.10 Tobira Therapeutics, Inc. April 29, 2014 Helen Jenkins Dear Helen: You and Tobira Therapeutics, Inc. (the ?Company?) entered into an employment offer letter dated July 23, 2011 (the ?Employment Letter?) and a Notice of Stock Option Grant and Stock Option Agreement dated September 29, 2011 (the ?Option Agreement?). The Company would like to amend the Employment Letter and Option Agree |
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| August 11, 2015 |
Tobira Therapeutics, Inc. Compensation Program for Non-Employee Directors Effective as of July 2015 Exhibit 10.20 Tobira Therapeutics, Inc. Compensation Program for Non-Employee Directors Effective as of July 2015 A. Cash Compensation: Annual cash retainers each paid quarterly, in arrears. 1. Retainer for Chair of Board of Directors (the ?Board?)1: $ 100,000 2. Retainer for each other non-employee member of the Board: $ 40,000 3. Additional retainer for Chair of Audit Committee: $ 20,000 4. Addi |
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| August 11, 2015 |
Exhibit 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) dated as of , 2014, is made by and between Tobira Therapeutics, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS: A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company?s bylaws (the ?Bylaws?) require |
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| August 11, 2015 |
Exhibit 10.15 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this ?Agreement?) dated as of June 30, 2014 (the ?Effective Date?) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (?Oxford?), as collateral agent ( |
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| July 15, 2015 |
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): July 9, 2015 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incorporation) (Commission |
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| July 7, 2015 |
CORRESP July 7, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| July 7, 2015 |
CORRESP July 7, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| June 18, 2015 |
EX-10.2 Exhibit 10.2 Amendment THIS AMENDMENT is made as of the 9th day of November, 2009 (the ?Effective Date?) by and between Takeda Pharmaceutical Company Limited, with its head office at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (hereinafter called ?TAKEDA?) and Tobira Therapeutics, Inc., with its principal office at 214 Carnegie Center, Suite 306, Princeton, NJ 08540 USA (herein |
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| June 18, 2015 |
Tobira Therapeutics FORM 8-K (Current Report/Significant Event) Form 8-K 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): June 18, 2015 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incorporation) (C |
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| June 18, 2015 |
EX-10.1 2 d944504dex101.htm EX-10.1 Exhibit 10.1 License Agreement by and between Takeda Pharmaceutical Company Limited and Tobira Therapeutics, Inc. Dated August 1st, 2007 Confidential [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Table of C |
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| June 8, 2015 |
EX-99.1 Exhibit 99.1 Tobira Therapeutics Completes Patient Recruitment for CENTAUR Phase 2b Study of Cenicriviroc in NASH with Liver Fibrosis SOUTH SAN FRANCISCO, June 8, 2015 ? Tobira Therapeutics, Inc. (NASDAQ: TBRA), a clinical-stage biopharmaceutical company focused on the development and commercialization of novel treatments for liver and inflammatory diseases, announced today that it has com |
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| June 8, 2015 |
Tobira Therapeutics FORM 8-K (Current Report/Significant Event) Form 8-K 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): June 8, 2015 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other Jurisdiction of Incorporation) (Co |
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| June 4, 2015 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 4, 2015 |
As filed with the Securities and Exchange Commission on June 3, 2015 Form S-3 Table of Contents As filed with the Securities and Exchange Commission on June 3, 2015 Registration No. |
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| June 4, 2015 |
TOBIRA THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENT Execution Version Exhibit 1.2 TOBIRA THERAPEUTICS, INC. $40,000,000 COMMON STOCK SALES AGREEMENT June 3, 2015 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Tobira Therapeutics, Inc. (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to |
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| June 3, 2015 |
FORM S-8 As filed with the Securities and Exchange Commission on June 3, 2015 Registration No. |
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| June 3, 2015 |
TOBIRA THERAPEUTICS, INC. 2007 STOCK PLAN EX-99.5 Exhibit 99.5 TOBIRA THERAPEUTICS, INC. 2007 STOCK PLAN 1. Purposes of the Plan. The purposes of this 2007 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company?s business. Options granted under the Plan may be Incentive Stock Option |
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| June 3, 2015 |
Form S-3 Table of Contents As filed with the Securities and Exchange Commission on June 3, 2015 Registration No. |
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| June 2, 2015 |
Tobira Therapeutics 8-K/A (Current Report/Significant Event) 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2015 Tobira Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35953 03-0422069 (State or other jurisdiction of incorporation) (Comm |
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| June 2, 2015 |
EX-99.2 Table of Contents Exhibit 99.2 TOBIRA THERAPEUTICS, INC. Index to Financial Statements Report of Independent Registered Public Accounting Firm F-2 Balance Sheets F-3 Statements of Operations and Comprehensive Loss F-4 Statements of Convertible Preferred Stock and Stockholders? Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 F-1 Table of Contents Report of Indepen |
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| June 2, 2015 |
EX-99.1 Exhibit 99.1 TOBIRA THERAPEUTICS, INC. Index to Unaudited Interim Financial Statements Condensed Balance Sheets 2 Condensed Statements of Operations and Comprehensive Loss 3 Condensed Statements of Cash Flows 4 Notes to Condensed Financial Statements 5 1 TOBIRA THERAPEUTICS, INC. CONDENSED BALANCE SHEETS (In thousands, except share and per share data) March 31, 2015 December 31, 2014 (Unau |
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| June 2, 2015 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Reverse Merger On May 4, 2015, Regado Biosciences, Inc., a Delaware corporation (Regado), completed its business combination with Tobira Therapeutics, Inc. (Private Tobira) in accordance with the terms of an Agreement and Plan of Merger and Reorganization, dated as of January 14, 2015, as amended on January 23, 2015 (the Merger |
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| May 20, 2015 |
EX-10.1 Exhibit 10.1 TOBIRA THERAPEUTICS, INC. MANAGEMENT CASH INCENTIVE PLAN (AS ADOPTED EFFECTIVE MAY 15, 2015) TABLE OF CONTENTS Page ARTICLE 1. BACKGROUND AND PURPOSE 1 1.1 Effective Date 1 1.2 Purpose of the Plan 1 ARTICLE 2. DEFINITIONS 1 ARTICLE 3. SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS 3 3.1 Selection of Participants 3 3.2 Determination of Performance Goals 3 3.3 Determinati |
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| May 20, 2015 |
8-K 1 d931438d8k.htm 8-K 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): May 14, 2015 TOBIRA THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of In |
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| May 20, 2015 |
EX-10.2 Exhibit 10.2 TOBIRA THERAPEUTICS, INC. 2010 STOCK PLAN ADOPTED ON FEBRUARY 25, 2010 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a) General Rule 1 (b) Ten-Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN 2 (a) Basic Limitation 2 |
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| May 20, 2015 |
EX-16.1 Exhibit 16.1 May 14, 2015 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Grant Thornton LLP 201 South College Street Suite 2500 Charlotte, NC 28244 T 704.632.3500 F 704.632.3500 www.GrantThornton.com Re: Tobira Therapeutics, Inc. (previously known as Regado Biosciences, Inc.) File No. 001-35953 Dear Sir or Madam: We have read It |
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| May 20, 2015 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| May 18, 2015 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G Exhibit 1 Exhibit 1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
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| May 18, 2015 |
EX-1 2 d927793dex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT Frazier Healthcare V, LP, FHM V, LP and FHM V, LLC, in accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, hereby agree that the statement on Schedule 13D to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of eac |
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| May 18, 2015 |
TBRA / Tobira Therapeutics, Inc. / Frazier Healthcare V, LP - SCHEDULE 13D Activist Investment Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 TOBIRA THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 88883P101 (CUSIP Number) Patrick Heron Manager Frazier Healthcare Ventures Two Union Square 601 Union Street Seattle, WA 98101 (20 |
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| May 18, 2015 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tobira Therapeutics, Inc. (Name of Issuer) Common Stock (Title of class of securities) 88883P101 (CUSIP number) May 04, 2015 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to w |
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| May 13, 2015 |
TBRA / Tobira Therapeutics, Inc. / Novo A/S - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Tobira Therapeutics, Inc. (Name of Issuer) Common Stock (Title of class of securities) 88883P101 (CUSIP number) May 04, 2015 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which t |
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| May 7, 2015 |
EX-3.1 Exhibit 3.1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF ?REGADO BIOSCIENCES, INC.?, FILED IN THIS OFFICE ON THE FOURTH DAY OF MAY, A.D. 2015, AT 4 O?CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. State of Delaware Secret |
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| May 7, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Tobira Therapeutics, Inc. |
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| May 7, 2015 |
EX-10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the ?Agreement?) is made and entered into as of this 4th day of May, 2015 by and among Regado Biosciences, Inc. (which name will be changed to Tobira Therapeutics, Inc. upon the closing of the Merger, each as defined below), a Delaware corporation (the ?Company?), and the ?Investors? named in that certain Purcha |
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| May 7, 2015 |
EX-99.1 Exhibit 99.1 Tobira Therapeutics Completes Financing and Merger with Regado Biosciences Newly NASDAQ-Listed TBRA Has Approximately $70 Million to Complete NASH Phase 2b Study and Build Multi-Indication Platform with Cenicriviroc Conference Call Scheduled for Thursday, May 7th at 5:00 p.m. EDT SOUTH SAN FRANCISCO, California ? May 4, 2015 - Tobira Therapeutics, Inc. (NASDAQ: TBRA), a clinic |
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| May 7, 2015 |
EX-3.2 Exhibit 3.2 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF ?REGADO BIOSCIENCES, INC.?, CHANGING ITS NAME FROM ?REGADO BIOSCIENCES, INC.? TO ?TOBIRA THERAPEUTICS, INC.?, FILED IN THIS OFFICE ON THE FOURTH DAY OF MAY, A.D. 2015, AT 4:02 O?CLOCK P.M. A FILED COPY OF THIS CERTIFICAT |
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| May 7, 2015 |
Tobira Therapeutics 8-K (Current Report/Significant Event) 8-K 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): May 4, 2015 TOBIRA THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) (Commissi |
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| May 7, 2015 |
EX-10.2 Exhibit 10.2 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this ?Agreement?) is made as of the 4th day of May, 2015 by and among Regado Biosciences, Inc (which name will be changed to Tobira Therapeutics, Inc. upon the Closing of the Merger, each as defined below), a Delaware corporation (the ?Company?), and the Investors set forth on the signature pages affixed hereto (each, including its s |
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| May 6, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Tobira Therapeutics, Inc. |
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| May 6, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Tobira Therapeutics, Inc. |
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| May 6, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Tobira Therapeutics, Inc. |
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| May 6, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Tobira Therapeutics, Inc. |
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| May 6, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Tobira Therapeutics, Inc. |
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| May 6, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Tobira Therapeutics, Inc. |
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| May 6, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Tobira Therapeutics, Inc. |
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| May 6, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Tobira Therapeutics, Inc. |
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| May 6, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Tobira Therapeutics, Inc. |
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| April 30, 2015 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35953 REGADO BIOSCIENCES, I |
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| April 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d908068d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35953 REG |
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| April 23, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro |
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| March 24, 2015 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 6, 2015 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 2, 2015 |
Form 424B3 Prospectus Supplement No. 21 Filed Pursuant to 424(b)(3) (to Prospectus dated March 25, 2014) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in th |
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| March 2, 2015 |
Form 8-K 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 27, 2015 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) |
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| February 17, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)1 Regado Biosciences, Inc. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 75874Q107 (CUSIP Number) December |
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| February 17, 2015 |
EX-99.1 2 ex991to13ga307422reg123114.htm JOINT FILING AGREEMENT Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Amendment No. 3 to Schedule 13G dated February 13, 2015 with respect to the shares of Common Stock of Regado Biosciences, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the un |
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| February 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35953 REGADO BIOSCIENCES, INC. (Exact name of r |
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| February 12, 2015 |
LIST OF SUBSIDIARIES Name State of Incorporation Regado Biosciences Europe Limited England and Wales Exhibit 21.1 LIST OF SUBSIDIARIES Name State of Incorporation Regado Biosciences Europe Limited England and Wales |
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| February 12, 2015 |
Exhibit 10.40 This Separation and General Release Agreement must be executed and delivered to Employer (Attn: Cathy Hall, Human Resources Manager) not later than February 27, 2015. SEPARATION AND GENERAL RELEASE AGREEMENT THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this ?Separation Agreement?) is dated February 6, 2015 and entered into between R. Don Elsey, with an address at 2424 Pebblebrook C |
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| February 12, 2015 |
Rule 424(b)(3) Table of Contents Prospectus Supplement No. 20 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockho |
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| February 6, 2015 |
TBRA / Tobira Therapeutics, Inc. / STONEPINE CAPITAL, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Regado Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 75874Q107 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| January 26, 2015 |
TBRA / Tobira Therapeutics, Inc. / Tobira Therapeutics, Inc. - SC 13D Activist Investment SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 REGADO BIOSCIENCES, INC. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 75874Q107 (CUSIP Number) Christopher Peetz Chief Financial Officer Tobira Therapeutics, Inc. 701 Gateway Blvd, Suite 300, South San Francisco, CA 94080 |
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| January 23, 2015 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Exhibit 2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated as of January 23, 2015, is entered into by and among: (a) REGADO BIOSCIENCES, INC. a Delaware corporation (“Parent”); LANDMARK MERGER SUB INC., a Delaware corporation (“Merger Sub”), TOBIRA THERAPEUTICS, INC., a |
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| January 23, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K 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): January 23, 2015 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) |
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| January 23, 2015 |
TBRA / Tobira Therapeutics, Inc. DEFA14A - - FORM 8-K Form 8-K 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): January 23, 2015 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) |
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| January 23, 2015 |
424(b)(3) Prospectus Supplement No. 19 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014, (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in th |
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| January 23, 2015 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Exhibit 2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated as of January 23, 2015, is entered into by and among: (a) REGADO BIOSCIENCES, INC. a Delaware corporation (“Parent”); LANDMARK MERGER SUB INC., a Delaware corporation (“Merger Sub”), TOBIRA THERAPEUTICS, INC., a |
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| January 20, 2015 |
EX-99.1 Exhibit 99.1 Event ID: Event Name: [RGDO]- Regado Biosciences and Tobira Therapeutics Merger Agreement Conference Call Event Date: 2015-01-20 Officers and Speakers Michael Metzger; Regado Biosciences, Inc.; President & CEO Laurent Fischer; Tobira Therapeutics; CEO Analysts Akiva Felt, Oppenheimer & Co. Presentation Operator: Good morning, and welcome to the Regado-Tobira conference call. ( |
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| January 20, 2015 |
TBRA / Tobira Therapeutics, Inc. DEFA14A - - FORM 8-K Form 8-K 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): January 20, 2015 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) |
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| January 20, 2015 |
424(b)(3) Prospectus Supplement No. 18 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in the |
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| January 20, 2015 |
Form 8-K 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): January 20, 2015 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) |
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| January 20, 2015 |
EX-99.1 Exhibit 99.1 Event ID: Event Name: [RGDO]- Regado Biosciences and Tobira Therapeutics Merger Agreement Conference Call Event Date: 2015-01-20 Officers and Speakers Michael Metzger; Regado Biosciences, Inc.; President & CEO Laurent Fischer; Tobira Therapeutics; CEO Analysts Akiva Felt, Oppenheimer & Co. Presentation Operator: Good morning, and welcome to the Regado-Tobira conference call. ( |
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| January 15, 2015 |
Exhibit 10.1 Exhibit 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of January 14, 2015, is by and between Regado Biosciences, Inc. (“Parent”), Tobira Therapeutics, Inc., a Delaware corporation (“Company”) and the individual set forth on Schedule A hereto (the “Stockholder”). RECITALS: WHEREAS, as of the date of this Agreement, the Stockholder is the holder of the numbe |
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| January 15, 2015 |
Exhibit 10.1 Exhibit 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of January 14, 2015, is by and between Regado Biosciences, Inc. (“Parent”), Tobira Therapeutics, Inc., a Delaware corporation (“Company”) and the individual set forth on Schedule A hereto (the “Stockholder”). RECITALS: WHEREAS, as of the date of this Agreement, the Stockholder is the holder of the numbe |
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| January 15, 2015 |
Form 8-K 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): January 14, 2015 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35953 (Commission |
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| January 15, 2015 |
424(b)(3) Prospectus Supplement No. 17 (to Prospectus dated March 25, 2014) Filed Pursuant to Rule 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified i |
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| January 15, 2015 |
TBRA / Tobira Therapeutics, Inc. DEFA14A - - FORM 8-K Form 8-K 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): January 14, 2015 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35953 (Commission |
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| January 15, 2015 |
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] Exhibit 10.4 Exhibit 10.4 January 14, 2015 To: Investors listed on Schedule A Re: Equity Commitment Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Regado Biosciences, Inc., a Delaware corporation (“Parent”), Landmark Merger Sub Inc., a Delaware corporation (“Merg |
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| January 15, 2015 |
Exhibit 10.2 Exhibit 10.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of January 14, 2015, is by and between Regado Biosciences, Inc. (“Parent”), Tobira Therapeutics, Inc., a Delaware corporation (“Company”) and the individual set forth on Schedule A hereto (the “Stockholder”). RECITALS: WHEREAS, as of the date of this Agreement, the Stockholder is the holder of the numbe |
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| January 15, 2015 |
Exhibit 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG REGADO BIOSCIENCES, INC., LANDMARK MERGER SUB INC., TOBIRA THERAPEUTICS, INC. AND WITH RESPECT TO SECTION 5.14, BRENT AHRENS, AS COMPANY STOCKHOLDERS’ AGENT Dated as of January 14, 2015 TABLE OF CONTENTS Page Article 1 THE MERGER 2 1.1 The Merger 2 1.2 Closing; Effective Time 2 1.3 Effect of the Merger 3 1.4 Certi |
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| January 15, 2015 |
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] Exhibit 10.4 Exhibit 10.4 January 14, 2015 To: Investors listed on Schedule A Re: Equity Commitment Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Regado Biosciences, Inc., a Delaware corporation (“Parent”), Landmark Merger Sub Inc., a Delaware corporation (“Merg |
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| January 15, 2015 |
EX-2.1 2 d852141dex21.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG REGADO BIOSCIENCES, INC., LANDMARK MERGER SUB INC., TOBIRA THERAPEUTICS, INC. AND WITH RESPECT TO SECTION 5.14, BRENT AHRENS, AS COMPANY STOCKHOLDERS’ AGENT Dated as of January 14, 2015 TABLE OF CONTENTS Page Article 1 THE MERGER 2 1.1 The Merger 2 1.2 Closing; Effective Time 2 1.3 Effect |
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| January 15, 2015 |
Lock-Up Agreement January 14, 2015 EX-10.3 5 d852141dex103.htm EXHIBIT 10.3 Exhibit 10.3 Lock-Up Agreement January 14, 2015 Ladies and Gentlemen: The undersigned (the “Stockholder”) understands that: (i) Regado Biosciences, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of January 13, 2015 (the “Merger Agreement”), with Tobira Therapeutics, Inc., a Delaware cor |
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| January 15, 2015 |
Lock-Up Agreement January 14, 2015 EX-10.3 5 d852141dex103.htm EXHIBIT 10.3 Exhibit 10.3 Lock-Up Agreement January 14, 2015 Ladies and Gentlemen: The undersigned (the “Stockholder”) understands that: (i) Regado Biosciences, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of January 13, 2015 (the “Merger Agreement”), with Tobira Therapeutics, Inc., a Delaware cor |
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| January 15, 2015 |
Exhibit 10.2 Exhibit 10.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of January 14, 2015, is by and between Regado Biosciences, Inc. (“Parent”), Tobira Therapeutics, Inc., a Delaware corporation (“Company”) and the individual set forth on Schedule A hereto (the “Stockholder”). RECITALS: WHEREAS, as of the date of this Agreement, the Stockholder is the holder of the numbe |
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| January 14, 2015 |
424(b)(3) Prospectus Supplement No. 16 (to Prospectus dated March 25, 2014) Filed Pursuant to Rule 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified i |
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| January 14, 2015 |
Financial Statements and Exhibits, Other Events 8-K 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): January 14, 2015 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) (Comm |
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| January 14, 2015 |
EX-99.1 Exhibit 99.1 Regado Biosciences and Tobira Therapeutics Announce Merger Agreement to Create Leading NASH Company Closing Cash Balance of Approximately $60 Million Provides Financing Through Phase 2b NASH Program Conference Call Scheduled for Tuesday, Jan. 20, 8:30 a.m. EST San Francisco, Calif., and Basking Ridge, NJ, Jan. 14 , 2015 – Regado Biosciences, Inc. (NASDAQ: RGDO) and Tobira Ther |
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| January 14, 2015 |
TBRA / Tobira Therapeutics, Inc. DEFA14A - - 8-K 8-K 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): January 14, 2015 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) (Comm |
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| January 14, 2015 |
EX-99.1 Exhibit 99.1 Regado Biosciences and Tobira Therapeutics Announce Merger Agreement to Create Leading NASH Company Closing Cash Balance of Approximately $60 Million Provides Financing Through Phase 2b NASH Program Conference Call Scheduled for Tuesday, Jan. 20, 8:30 a.m. EST San Francisco, Calif., and Basking Ridge, NJ, Jan. 14 , 2015 – Regado Biosciences, Inc. (NASDAQ: RGDO) and Tobira Ther |
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| January 8, 2015 |
424B3 Prospectus Supplement No. 15 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in the Pro |
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| January 8, 2015 |
FORM 8-K 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): January 3, 2015 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) ( |
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| December 24, 2014 |
424(b)(3) Prospectus Supplement No. 14 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in the |
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| December 24, 2014 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Form 8-K 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): December 22, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 ( State or Other Jurisdiction of Incorporation |
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| December 24, 2014 |
TBRA / Tobira Therapeutics, Inc. / Kierlin Robert A - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Regado Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 75874Q107 (CUSIP Number) November 25, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| December 5, 2014 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 3, 2014 and effective October 9, 2014 (the “Effective Date”), is by and between REGADO BIOSCIENCES, INC., a Delaware corporation (the “Company”) and MICHAEL A. METZGER (the “Executive”). W I T N E S S E T H: WHEREAS, the Executive has been empl |
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| December 5, 2014 |
Form 8-K 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): December 3, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) |
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| December 5, 2014 |
424(b)(3) Prospectus Supplement No. 13 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in the |
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| November 26, 2014 |
TBRA / Tobira Therapeutics, Inc. / STONEPINE CAPITAL, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Regado Biosciences, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 75874Q107 (CUSIP Number) November 17, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| November 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35953 REGADO BIOSCIENCES, INC. (Exact |
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| November 6, 2014 |
424(b)(3) Table of Contents Prospectus Supplement No. 12 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders |
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| November 5, 2014 |
8-K 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): October 31, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) (Comm |
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| November 5, 2014 |
EX-99.1 Exhibit 99.1 Regado Biosciences Announces Third Quarter 2014 Financial Results and Provides Corporate Update Conference Call and Webcast, November 6, 2014, at 8:30 a.m. EST Basking Ridge, N.J. – November 5, 2014 — Regado Biosciences, Inc. (Nasdaq: RGDO), today announced its third quarter 2014 financial results. A conference call and webcast to discuss the results will be held tomorrow, Nov |
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| November 5, 2014 |
424B3 Prospectus Supplement No. 11 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in the Pro |
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| October 16, 2014 |
424B3 Prospectus Supplement No. 10 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in the Pro |
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| October 16, 2014 |
Financial Statements and Exhibits Form 8-K 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): October 9, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) ( |
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| October 16, 2014 |
Regado Biosciences Appoints Michael A. Metzger CEO EX-99.1 Exhibit 99.1 Regado Biosciences Appoints Michael A. Metzger CEO Basking Ridge, NJ, Oct. 10, 2014 – Regado Biosciences, Inc. (NASDAQ: RGDO), today announced the appointment of Michael A. Metzger, president of Regado, to the additional post of chief executive officer and as a member of the Board of Directors effective immediately. Mr. Metzger previously served as president and chief operatin |
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| September 24, 2014 |
424B3 Prospectus Supplement No. 9 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in the Pros |
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| September 24, 2014 |
Regado Biosciences Announces Workforce Reduction and Provides Update on Strategic Direction EX-99.1 Exhibit 99.1 Regado Biosciences Announces Workforce Reduction and Provides Update on Strategic Direction Basking Ridge, NJ, September 24, 2014 – Regado Biosciences, Inc. (NASDAQ: RGDO), today announced a reduction of its workforce of approximately 60%, or 20 employees, across all operational sites. As a result of the workforce reduction, the company projects restructuring charges in the th |
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| September 24, 2014 |
Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities Form 8-K 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): September 24, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation |
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| August 25, 2014 |
Financial Statements and Exhibits, Other Events Form 8-K 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): August 25, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) ( |
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| August 25, 2014 |
Prospectus Supplement No. 8 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in the Prospectus |
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| August 25, 2014 |
EX-99.1 Exhibit 99.1 Regado Biosciences Permanently Halts REGULATE-PCI Clinical Trial Safety Stops Phase 3 Study for Revolixys™ Kit August 25, 2014 (Basking Ridge, NJ) – Regado Biosciences, Inc. today announced the permanent termination of enrollment in its REGULATE-PCI phase 3 trial for its lead program, Revolixys™ Kit. The decision was made based on a recommendation from the trial’s Data and Saf |
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| August 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35953 REGADO BIOSCIENCES, INC. (Exact name |
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| August 11, 2014 |
EX-99.1 2 d774949dex991.htm EX-99.1 Exhibit 99.1 Regado Biosciences Announces Second Quarter 2014 Financial Results and Corporate Highlights Conference Call and Webcast, August 12, 2014, at 8:30 a.m. EDT Basking Ridge, N.J. - August 11, 2014 - Regado Biosciences, Inc. (Nasdaq: RGDO), a biopharmaceutical company focused on the Phase 3 clinical development of Revolixys™ Kit (previously known as REG1 |
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| August 11, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): August 11, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) ( |
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| August 11, 2014 |
Prospectus Supplement No. 7 (to Prospectus dated March 25, 2014) 4,000,000 Shares Common Stock 424B3 Table of Contents Filed Pursuant to 424(b)(3) Registration No. 333-194512 Prospectus Supplement No. 7 (to Prospectus dated March 25, 2014) 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders iden |
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| July 10, 2014 |
424B3 Prospectus Supplement No. 6 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in the Pros |
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| July 10, 2014 |
Financial Statements and Exhibits, Other Events 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): July 9, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) (Commission F |
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| July 10, 2014 |
EX-99.1 Exhibit 99.1 REGADO BIOSCIENCES ANNOUNCES CLINICAL HOLD OF REGULATE-PCI TRIAL FOLLOWING VOLUNTARY HALT OF TRIAL BY REGADO Basking Ridge, NJ, July 9, 2014/PRNewswire/ — Regado Biosciences, Inc., (NASDAQ:RGDO) today announced that, further to their decision to voluntarily pause enrollment in their REGULATE-PCI trial, the United States Food and Drug Administration (FDA) informed the company t |
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| July 3, 2014 |
REGADO ANNOUNCES INITIATION OF DSMB REVIEW OF REGULATE-PCI DATA EX-99.1 Exhibit 99.1 REGADO ANNOUNCES INITIATION OF DSMB REVIEW OF REGULATE-PCI DATA BASKING RIDGE, N.J., July 2, 2014 /PRNewswire/ — Regado Biosciences, Inc. (Nasdaq: RGDO), a biopharmaceutical company focused on the Phase 3 clinical development of Revolixys™ Kit (previously known as REG1), its first-in-class, actively controllable antithrombotic drug system, today announced that the Data Safety |
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| July 3, 2014 |
Prospectus Supplement No. 5 Prospectus Supplement No. 5 (to Prospectus dated March 25, 2014) Filed Pursuant to 424(b)(3) Registration No. 333-194512 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders |
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| July 3, 2014 |
Financial Statements and Exhibits, Other Events Form 8-K 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): July 2, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) (Com |
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| June 24, 2014 |
424B3 Filed Pursuant to 424(b)(3) Registration No. 333-194512 Prospectus Supplement No. 4 (to Prospectus dated March 25, 2014) 4,000,000 Shares Common Stock This prospectus supplement updates and should be read in conjunction with the prospectus dated March 25, 2014 (the “Prospectus”) relating to the resale or other disposition, from time to time, by the selling stockholders identified in the Pros |
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| June 17, 2014 |
Form 8-K 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): June 11, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) (Co |
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| June 17, 2014 |
REGADO BIOSCIENCES, INC. 2013 EQUITY COMPENSATION PLAN EX-10.1 Exhibit 10.1 REGADO BIOSCIENCES, INC. 2013 EQUITY COMPENSATION PLAN 1. Establishment and Purpose The purpose of the Regado Biosciences, Inc. 2013 Equity Incentive Plan (the “Plan”) is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in the development and financi |
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| May 23, 2014 |
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): May 19, 2014 REGADO BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35953 03-0422069 (State or Other Jurisdiction of Incorporation) (Commission F |
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| May 23, 2014 |
EX-99.1 Exhibit 99.1 Regado Biosciences Appoints Nicholas Pelliccione, Ph.D., Senior Vice President of Regulatory Affairs and Quality Assurance and Reports Inducement Grant under NASDAQ Listing Rule 5635(c)(4) Basking Ridge, N.J. – May 19, 2014 — Regado Biosciences, Inc. (Nasdaq: RGDO), a biopharmaceutical company focused on the Phase 3 clinical development of Revolixys™ Kit (previously known as R |
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| May 23, 2014 |
EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated May 19, 2014 and effective as of the Commencement Date (as defined in Section 1.2), is by and between REGADO BIOSCIENCES, INC., a Delaware corporation (the “Company”) and Nicholas J. Pelliccione, Ph.D. (the “Executive”). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive as its Seni |
