THRESHOLD PHARMACEUTICALS, INC. (NASDAQ:THLD) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.

As disclosed below under Item 3.03, in connection with the expected closing of the transactions contemplated by the Agreement and Plan of Merger and Reorganization, dated as of March16, 2017 (the “Merger Agreement”), by and among Threshold Pharmaceuticals, Inc. (the “Company”), Trojan Merger Sub, Inc. and Molecular Templates, Inc. (“Molecular”), at the annual meeting of the stockholders of the Company held on July31, 2017 (the “Annual Meeting”), the Company’s stockholders approved a series of alternate amendments to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), within a range of every 5 to 15 pre-split shares of Common Stock being combined and reclassified into one share of Common Stock (the “Reverse Stock Split”). On July31, 2017, the Company’s board of directors approved the amendment to the amended and restated certificate of incorporation of the Company to effect the Reverse Stock Split of Common Stock at a ratio of 11 pre-split shares being combined and reclassified into one share of Common Stock (the “Split Amendment”). The Split Amendment has been filed with the Secretary of State of the State of Delaware and will become effective at 5:00 pm EST on August1, 2017. No fractional shares will be issued in connection with the Reverse Stock Split. Holders of fractional shares created by the Reverse Stock Split are entitled to receive a cash payment equal to the value of such fractional shares. The Reverse Stock Split affects all of the Company’s outstanding common stock, warrants, stock options and other equity awards. The Reverse Stock Split reduced the number of shares of the Company’s common stock outstanding from 71,591,918 shares to approximately 6,508,326 shares. The total number of shares of common stock authorized under the Company’s amended and restated certificate of incorporation, however, shall remain at 150,000,000 shares. The Common Stock will commence trading on a post-Reverse Stock Split basis under a new CUSIP number 608550 109 on Wednesday, August2, 2017.

The foregoing description of the Split Amendment is not complete and is subject to and qualified in its entirety by reference to the Split Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 3.03 Submission of Matters to a Vote of Security Holders.

Note: The stock information set forth in this Item 3.03 is presented on a pre-Reverse Stock Split basis.

At the Annual Meeting, the stockholders of the Company voted as set forth below on the following proposals, each of which is described in detail in the Company’s proxy statement/prospectus/information statement, dated June30, 2017. The stockholders of the Company had also been solicited to vote to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve proposals 1, 4 and 5 referenced below, but such adjournment was unnecessary.

At the Annual Meeting, 55,711,613 shares of common stock, or approximately 77.81% of the outstanding common stock entitled to vote, were represented by proxy or in person.

The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:

Proposal 1. Approval of the Issuance of Company Common Stock in the Merger

The approval of the issuance of shares of Company common stock to Molecular’s stockholders to the terms of the Merger Agreement.

Proposal 2. Approval of the Issuance of Company Common Stock in the Concurrent Financing

The approval of the issuance of shares of Company common stock in the concurrent financing.

Proposal 3. Approval of Amendment to the Company’s 2014 Equity Incentive Plan

The approval of an amendment to the Threshold 2014 Equity Incentive Plan, or the 2014 Plan, to, among other things, (i)increase the total number of shares of Threshold common stock currently available for issuance under the 2014 Plan by 15,000,000 shares, and (ii)revise the Internal Revenue Code Section162(m) share limits under the 2014 plan, which amendment does not reflect the Reverse Stock Split.

Proposal 4. Approval of Corporate Name Change

The approval of an amendment to the amended and restated certificate of incorporation of the Company changing the name of the corporation from “Threshold Pharmaceuticals, Inc.” to “Molecular Templates, Inc.”

Proposal 5. Approval of Reverse Stock Split

The approval of a series of alternate amendments to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of the Company’s issued and outstanding common stock within a range, as determined by the Company’s board of directors, of every 5 to 15 shares (or any number in between) of outstanding Company common stock being combined and reclassified into one share of Company common stock.

Proposal 6. Election of Directors

The election of the two nominees for Class I directors named in the proxy statement/prospectus/information statement to the Company’s board of directors for a term of three years (provided, however, that if the merger is completed, the Company’s board of directors will be reconstituted as provided in the Merger Agreement).

Proposal 7. Advisory Vote on Executive Compensation

The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement/prospectus/information statement.

Proposal 8. Advisory Vote on Merger-Related Compensation

The approval, on a non-binding, advisory basis, of the compensation that will be paid or may become payable to the Company’s named executive officers in connection with the merger.

Proposal 9. Ratification of Appointment of the Independent Registered Public Accounting Firm

The ratification of the selection of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017.

Item 3.03. Other Events.

On July31, 2017, the Company announced the Reverse Stock Split and the voting results relating to the Annual Meeting. In addition, the Company announced that the merger with Molecular, the concurrent financing and the Takeda equity financing, each as described in the proxy statement/prospectus/information statement, are expected to close on August1, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 3.03. Financial Statements and Exhibits.

Reference is made to the Exhibit Index included with this Current Report on Form 8-K and is incorporated by reference herein.

THRESHOLD PHARMACEUTICALS INC Exhibit
EX-3.1 2 d431976dex31.htm EX-3.1 EX-3.1 EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THRESHOLD PHARMACEUTICALS,…
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About THRESHOLD PHARMACEUTICALS, INC. (NASDAQ:THLD)

Threshold Pharmaceuticals, Inc. is a clinical-stage biotechnology company. The Company is engaged in the discovery and development of therapeutic and diagnostic agents that selectively target tumor cells for the treatment of patients living with cancer. It is developing two therapeutic product candidates based on hypoxia-activated prodrug technology: evofosfamide and tarloxotinib. Evofosfamide is designed as a prodrug that is activated under the extreme hypoxic conditions commonly found in tumors, but not in healthy tissues. Tarloxotinib is under investigation in two Phase II proof-of-concept trials: one for the treatment of patients with mutant EGFR-positive, T790M-negative advanced NSCLC progressing on an EGFR TKI, and the other for patients with recurrent or metastatic squamous cell carcinomas of the head and neck. [18F]-HX4 is an investigational Positron Emission Tomography imaging agent for hypoxia to identify and quantify the degree of hypoxia in tumors in vivo.