Mast Therapeutics, Inc. (NYSEMKT:MSTX) Files An 8-K Other Events

Mast Therapeutics, Inc. (NYSEMKT:MSTX) Files An 8-K Other Events
Item 8.01 Other Events.

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As previously announced, on January 6, 2017, Mast Therapeutics, Inc. (“Mast” or the “Company”), Victoria Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Mast (“Merger Sub”), and Savara Inc., a privately-held Delaware corporation focused on the development and commercialization of novel therapies for the treatment serious or life-threatening rare respiratory diseases (“Savara”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), to which, among other things, subject to approval of the stockholders of Mast and Savara and the satisfaction or waiver of the other conditions set forth in the Merger Agreement, Merger Sub will merge with and into Savara, with Savara becoming a wholly-owned subsidiary of the Company (the “Merger”).  

On April 21, 2017, Mast announced that the special meeting of stockholders of Mast held on April 21, 2017 at 9:00 a.m. Pacific Time to vote upon the Merger and related proposals as set forth in the Company’s proxy statement/prospectus/information statement dated March 15, 2017 (the “Special Meeting”) was convened and adjourned, without any business being conducted other than the adjournment, due to the absence of a quorum of the Company’s stockholders of record as of March 13, 2017.  At the Special Meeting, Brian M. Culley, Mast’s Chief Executive Officer and Chair of the Special Meeting, announced that the Special Meeting would reconvene on Thursday, April 27, 2017 at 9:00 a.m., local time, at the same location, 3611 Valley Centre Drive, Suite 500, San Diego, California 92130 to vote upon the Merger and related proposals.   

On April 25, 2017, the Company issued a press release announcing that upon completion of the Merger, each outstanding share of Savara common stock will be automatically converted into the right to receive 0.5860 of a share of Mast common stock, as adjusted for the reverse stock split being affected in connection with the Merger (which equates to 41.0194 shares of Mast common stock before adjusting for the expected reverse stock split of one share of Mast common stock for every 70 shares of Mast common stock).  Based on the anticipated exchange ratio, immediately after the Merger, existing Savara securityholders are expected to own in the aggregate approximately 77% of the combined company, and existing Mast securityholders are expected to own approximately 23% of the combined company. The exchange ratio may be further adjusted based on any changes to each party’s capitalization prior to closing.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Additional Information about the Merger and Where to Find It

In connection with the Merger, the Company has filed relevant materials with the Securities and Exchange Commission (“SEC”), including a registration statement on Form S-4 that contains a proxy statement, prospectus and information statement. The registration statement was declared effective by the SEC on March 15, 2017. The proxy statement/prospectus/information statement, other relevant materials, and any other documents filed by the Company with the SEC may be obtained free of charge at the SEC web site at In addition, investors and security holders may obtain free copies of the documents filed by the Company with the SEC by directing a written request to: Mast Therapeutics, Inc., 3611 Valley Centre Drive, Suite 500, San Diego, CA 92130, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement/prospectus/information statement and the other relevant materials before making any voting or investment decision with respect to the Merger.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

The Company and its directors and executive officers and Savara and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger is included in the proxy statement/prospectus/information statement referred to above. Additional information regarding the directors and executive officers of the Company is also included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 6, 2017. These documents are available free of charge at the SEC web site ( and from the Company, Attn: Investor Relations, at the address described above.

Item 9.01 Financial Statements and Exhibits.

Reference is made to the Exhibit Index included with this Current Report on Form 8-K.

About Mast Therapeutics, Inc. (NYSEMKT:MSTX)

Mast Therapeutics, Inc. is a biopharmaceutical company. The Company develops clinical-stage therapies for serious or life-threatening diseases with unmet needs. The Company focuses on developing new therapies for sickle cell disease, a chronic and genetic disorder classified as a rare, or orphan, disease in the United States of America and European Union, and for heart failure, a condition with an unmet need for treatment options. The Company’s segment is engaged in the business of developing therapies for serious or life-threatening diseases. The Company focuses on its Molecular Adhesion and Sealant Technology (MAST) platform, to develop MST-188 (vepoloxamer) Injection, its lead product candidate. The Company also develops AIR001, a sodium nitrite solution for intermittent inhalation through nebulizer. The Company’s AIR001 is in Phase II clinical development for the treatment of patients with HFpEF.

Mast Therapeutics, Inc. (NYSEMKT:MSTX) Recent Trading Information

Mast Therapeutics, Inc. (NYSEMKT:MSTX) closed its last trading session up +0.008 at 0.138 with 5,406,236 shares trading hands.

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