CAPNIA, INC. (NASDAQ:CAPN) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosure |
The Essentialis presentation described under Item 8.01 below is
incorporated herein by reference.
The information contained in, or incorporated into, this Item
7.01 is being furnished and shall not be deemed filed for the
purposes of Section18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any
registration statement or other filing under the Securities Act
of 1933, as amended, except as shall be expressly set forth by
specific reference to such filing.
Item8.01 |
Other Events |
On January3, 2017, Capnia distributed a summary of Essentialiss
presentation (including additional data) regarding its Phase II
Clinical Study evaluating the efficacy of Diazoxide Choline
Controlled-Release Tablet (DCCR), its primary product candidate
at the Annual Meeting of the Foundation for Prader-Willi Research
on October29, 2016. A copy of the summary distributed by Capnia
is filed as Exhibit 99.1 to this Current Report and is
incorporated by reference herein.
Participants in the Solicitation
Capnia and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from its
stockholders with respect to the transactions contemplated by
that certain agreement and plan of merger by and between Capnia,
Company E Merger Sub, Inc., Esentialis, Inc. and Neil Cowen,
solely in his capacity as Stockholders Representative, dated as
of December22, 2016 (the Merger Agreement), to which Merger Sub
will merge with and into Essentialis, and Essentialis will become
a wholly-owned subsidiary of Capnia. Information regarding the
persons who may, under the rules of the Securities and Exchange
Commission (the SEC), be deemed participants in the solicitation
of Capnia stockholders in connection with the proposed issuance
of shares of Capnia Common Stock under the Merger and the
Financing will be set forth in the proxy statement when filed
with the SEC. Information regarding Capnias executive officers
and directors is included in Capnias Proxy Statement for its 2016
Annual Meeting of Stockholders, filed with the SEC on July18,
2016. Copies of the foregoing documents may be obtained as
provided above. Additional information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed issuance
of shares of Capnia Common Stock under the Merger and the
Financing, and a description of their direct and indirect
interests in the proposed merger, which may differ from the
interests of Capnia stockholders generally, will be set forth in
the proxy statement when it is filed with the SEC.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of applicable federal securities
laws. Forward-looking statements contained in this Current Report
on Form 8-K or in
the exhibits attached hereto include, among others, statements
concerning Capnias proposed acquisition of Essentialis; and the
availability of the financing that is anticipated to be
consummated at or substantially contemporaneous with the closing
of the merger transaction. These forward-looking statements
involve known and unknown risks, uncertainties, and other factors
that may cause actual results to be materially different from any
future results expressed or implied by the forward-looking
statements. The merger is also subject to inherent risks and
uncertainties, including, among others, the following: failure of
Capnias stockholders to approve the issuance of the shares of
Capnia Common Stock in the Merger and the Financing; the
challenges and costs of closing, and the availability of the
financing that is anticipated to be consummated at or
substantially contemporaneous with the closing of the merger
transaction, and other factors generally affecting the business,
operations, and financial condition of Capnia, including the
information contained in Capnias Annual Report on Form 10-K for
the year ended December31, 2015, subsequent Quarterly Reports on
Form 10-Q, and other reports and filings with the SEC. Additional
risks, uncertainties, and other factors affecting Capnias
business will be contained in its Annual Report on Form 10-K for
the year ending December31, 2016.
Item9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits
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| 99.1 |
Presentation of Essentialis at the Annual Meeting of the Foundation for Prader Willi Research, distributed by Capnia on January3, 2017. |
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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 +0.010 at 0.830 with 30,206 shares trading hands.