CAPNIA, INC. (NASDAQ:CAPN) Files An 8-K Other EventsItem 8.01 Other Events.
CAPNIA, INC. (NASDAQ:CAPN) Files An 8-K Other Events
As previously disclosed, on March 7, 2017, Capnia, Inc., a Delaware corporation, (“Capnia”) completed the previously announced merger (the “Merger”) with Essentialis, Inc., a Delaware corporation (“Essentialis”) to the Agreement and Plan of Merger, dated December 22, 2016 (the “Merger Agreement”) by and among Capnia, Essentialis, Company E Merger Sub, Inc., a wholly-owned subsidiary of Capnia (“Merger Sub”), and Neil Cowen, in his capacity as stockholders’ representative. In accordance with the Merger Agreement, Merger Sub was merged with and into Essentialis, with Essentialis as the surviving corporation and wholly-owned subsidiary of Capnia. This Current Report on Form 8-K/A (the “Amended Report”) updates the Current Report on Form 8-K filed on March 8, 2017 (the “Original Report”) to include the audited financial statements of Essentialis and the unaudited pro forma financial information in accordance with Item 9.01 of Form 8-K. No other amendments to the Original Report are being made by the Amended Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of Essentialis, Inc. for the fiscal years ended December 31, 2016 and 2015 are attached hereto as Exhibit 99.1 and are incorporated by reference into this Item 9.01(a) and made a part hereof.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information of Capnia is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 9.01(b) and made a part hereof: (i) unaudited condensed combined pro forma balance sheet at December 31, 2016 and notes thereto, and (ii) unaudited condensed combined pro forma statements of operations for the fiscal years ended December 31, 2016 and December 31, 2015 and notes thereto.
(c) Exhibits.
99.1 Audited consolidated financial statements of Essentialis, Inc. for the years ended December 31, 2016 and 2015.
99.2 Unaudited condensed combined pro forma balance sheet at December 31, 2016 and notes thereto, and unaudited condensed combined pro forma statements of operations for the fiscal year ended December 31, 2016 and December 31, 2015 and notes thereto.
99.3 Consent of Independent Auditor
About CAPNIA, INC. (NASDAQ:CAPN)
Capnia, Inc. is a healthcare company that develops and commercializes diagnostics, devices and therapeutics addressing unmet medical needs. The Company also has a therapeutics platform based on its technology for precision metering of gas flow. Its first commercial product, CoSense End-Tidal Carbon Monoxide (ETCO) Monitor, aids in the detection of excessive hemolysis, a condition in which red blood cells degrade rapidly. It also develops and markets pulmonary resuscitation solutions for the inpatient and ambulatory neonatal markets. The Company, through its subsidiary NeoForce, Inc., offers NeoPip T-piece resuscitator and related consumable, which delivers pre-set inspiratory pressure and positive end-expiratory pressures. Its other products include temperature probes, scales, surgical tables and patient surfaces. The Company’s therapeutic technology involves the use of metered nasal carbon dioxide (CO2) for the relief of symptoms related to various diseases. CAPNIA, INC. (NASDAQ:CAPN) Recent Trading Information
CAPNIA, INC. (NASDAQ:CAPN) closed its last trading session up +0.040 at 0.610 with 84,926 shares trading hands.
Capnia, Inc. is a healthcare company that develops and commercializes diagnostics, devices and therapeutics addressing unmet medical needs. The Company also has a therapeutics platform based on its technology for precision metering of gas flow. Its first commercial product, CoSense End-Tidal Carbon Monoxide (ETCO) Monitor, aids in the detection of excessive hemolysis, a condition in which red blood cells degrade rapidly. It also develops and markets pulmonary resuscitation solutions for the inpatient and ambulatory neonatal markets. The Company, through its subsidiary NeoForce, Inc., offers NeoPip T-piece resuscitator and related consumable, which delivers pre-set inspiratory pressure and positive end-expiratory pressures. Its other products include temperature probes, scales, surgical tables and patient surfaces. The Company’s therapeutic technology involves the use of metered nasal carbon dioxide (CO2) for the relief of symptoms related to various diseases. CAPNIA, INC. (NASDAQ:CAPN) Recent Trading Information
CAPNIA, INC. (NASDAQ:CAPN) closed its last trading session up +0.040 at 0.610 with 84,926 shares trading hands.
