SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 26, 2001
ARENA PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-31161 23-2908305
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
6166 Nancy Ridge Drive, San Diego, California 92121
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(Address of Principal Executive Offices) (Zip Code)
(858) 453-7200
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On March 26, 2001, Arena Pharmaceuticals, Inc., a Delaware corporation
("Arena"), issued a press release announcing that it had entered into a
receptor-discovery research collaboration with Taisho Pharmaceutical Co., Ltd.
Phase I of the collaboration will be directed toward identification studies for
a receptor of interest to Taisho. Although the endogenous ligand for the unknown
receptor has been previously identified, to date the corresponding endogenous
receptor has not been discovered. In the event that the receptor is identified,
cloned and sequenced, Phase II of the collaboration will focus on the
application of Arena's CART Technology to the receptor, followed by screening of
the CART-activated receptor with either or both of Arena's and Taisho's in-house
chemical compound library. Under the research collaboration, Taisho will make a
one-time up-front research and development fee payment for Phase I of the
collaboration. Additional terms and payment amounts were not disclosed. A copy
of the press release is attached as Exhibit 99.1 hereto and incorporated herein
by this reference.
Certain statements in this Form 8-K are forward-looking statements that
involve a number of risks and uncertainties, and actual events or results may
differ materially from Arena's and BRL Screening, Inc.'s expectations.
Statements that are not historical facts, including statements which are
preceded by, followed by, or that include the words "intends," "will," "plans,"
"expects," "anticipates," "estimates," "aim" and "believes" or similar
statements are forward-looking statements. Important factors that could cause
actual results to differ materially from those stated or implied by our forward
looking statements due to risks and uncertainties associated with Arena's and
BRL's business include, but are not limited to, the following: identification of
the receptor from the Taisho collaboration as a GPCR; the ability to complete
Phase I of the collaboration with Taisho; the ability to complete Project
Genesis, if at all, within a reasonable time period; future quarterly or annual
financial results; the timing, success and cost of preclinical research,
out-licensing endeavors and clinical studies, and receipt of additional
milestone payments, if any, from collaborators. Additional risk factors that
could cause actual results to differ materially from those in our forward
looking statements are disclosed in Arena's SEC reports, including but not
limited to Arena's Form S-1, most recent quarterly report on Form 10-Q, and most
recent annual report on Form 10-K. These forward-looking statements represent
Arena's judgment as of the date of this release. Arena and BRL disclaim,
however, any intent or obligation to update these forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release dated March 26, 2001
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: March 26, 2001 Arena Pharmaceuticals, Inc.
A Delaware corporation
By: /s/ Jack Lief
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President & Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated March 26, 2001