false 0001347178 0001347178 2024-06-06 2024-06-06 0001347178 us-gaap:CommonStockMember 2024-06-06 2024-06-06 0001347178 vnda:SeriesAJuniorParticipatingPreferredStockPurchaseRightMember 2024-06-06 2024-06-06

 

 

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 6, 2024

 

 

VANDA PHARMACEUTICALS INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-34186   03-0491827

(State or other jurisdiction

of incorporation)

  

(Commission

File No.)

  

(IRS Employer

Identification No.)

2200 Pennsylvania Avenue NW

Suite 300E

Washington, DC 20037

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (202) 734-3400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol

  

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   VNDA   The Nasdaq Global Market
Series A Junior Participating Preferred Stock Purchase Right, par value $0.001 per share   -   The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01.

Regulation FD Disclosure.

On June 6, 2024, Vanda Pharmaceuticals Inc. issued a press release confirming that it has received an unsolicited, non-binding indication of interest from Cycle Group Holdings Ltd. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.		    Description
99.1    Press Release of Vanda Pharmaceuticals Inc. dated June 6, 2024, Confirming Receipt of Unsolicited, Non-Binding Indication of Interest from Cycle Group Holdings Ltd.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 6, 2024     VANDA PHARMACEUTICALS INC.
    By:  

/s/ Timothy Williams

    Name:   Timothy Williams
    Title:   Senior Vice President, General Counsel and Secretary

Exhibit 99.1

 

LOGO

Vanda Pharmaceuticals Confirms Receipt of Unsolicited, Non-Binding Indication of Interest

from Cycle Group Holdings Ltd.

No Shareholder Action Required at This Time

WASHINGTON, June 6, 2024 – Vanda Pharmaceuticals Inc. (“Vanda” or the “Company”) (Nasdaq: VNDA) today confirmed that it has received an unsolicited, non-binding indication of interest from Cycle Group Holdings Ltd. (“Cycle Group”) to acquire the Company for $8.00 per share in cash.

Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisors, the Vanda Board of Directors (the “Board”) will carefully review and evaluate the indication of interest to determine the course of action that the Board believes is in the best interests of Vanda and its shareholders.

Vanda does not intend to comment further on the indication of interest before the Board has completed its review.

There is no action for shareholders to take at this time.

About Vanda Pharmaceuticals Inc.

Vanda is a leading global biopharmaceutical company focused on the development and commercialization of innovative therapies to address high unmet medical needs and improve the lives of patients. For more on Vanda Pharmaceuticals Inc., please visit www.vandapharma.com and follow us on X @vandapharma.

Cautionary Note Regarding Forward Looking Statements

Various statements in this press release, including, but not limited to, statements regarding the Board’s intention to review Cycle Group’s indication of interest are “forward-looking statements” under securities laws. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are based upon current expectations and assumptions that involve risks, changes in circumstances and uncertainties. Therefore, no assurance can be given that the results or developments anticipated by Vanda will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Vanda. Forward-looking statements in this press release should be evaluated together with the various risks and uncertainties that affect Vanda’s business and market, particularly those identified in the “Cautionary Note Regarding Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Vanda’s most recent Annual Report on Form 10-K, as updated by Vanda’s subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.

All written and verbal forward-looking statements attributable to Vanda or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Vanda cautions investors not to rely too heavily on the forward-looking statements Vanda makes or that are made on its behalf. The information in this press release is provided only as of the date of this press release, and Vanda undertakes no obligation, and specifically declines any obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Vanda Corporate Contact:

Kevin Moran

Senior Vice President, Chief Financial Officer and Treasurer

Vanda Pharmaceuticals Inc.

202-734-3400

pr@vandapharma.com

Jim Golden / Jack Kelleher / Dan Moore

Collected Strategies

VANDA-CS@collectedstrategies.com

v3.24.1.1.u2
Document and Entity Information
Jun. 06, 2024
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001347178
Document Type 8-K
Document Period End Date Jun. 06, 2024
Entity Registrant Name VANDA PHARMACEUTICALS INC.
Entity Incorporation State Country Code DE
Entity File Number 001-34186
Entity Tax Identification Number 03-0491827
Entity Address, Address Line One 2200 Pennsylvania Avenue NW
Entity Address, Address Line Two Suite 300E
Entity Address, City or Town Washington
Entity Address, State or Province DC
Entity Address, Postal Zip Code 20037
City Area Code (202)
Local Phone Number 734-3400
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, par value $0.001 per share
Trading Symbol VNDA
Security Exchange Name NASDAQ
Series A Junior Participating Preferred Stock Purchase Right [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Series A Junior Participating Preferred Stock Purchase Right, par value $0.001 per share
Trading Symbol -
Security Exchange Name NASDAQ
Grafico Azioni Vanda Pharmaceuticals (NASDAQ:VNDA)
Storico
Da Gen 2025 a Feb 2025 Clicca qui per i Grafici di Vanda Pharmaceuticals
Grafico Azioni Vanda Pharmaceuticals (NASDAQ:VNDA)
Storico
Da Feb 2024 a Feb 2025 Clicca qui per i Grafici di Vanda Pharmaceuticals