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): February 27, 2008
Idera Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in its Charter)
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Delaware
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001-31918
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04-3072298 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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167 Sidney Street, Cambridge, Massachusetts
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02139 |
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(Address of Principal Executive Offices)
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Zip Code) |
Registrants telephone number, including area code: (617) 679-5500
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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Item 2.02. |
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Results of Operations and Financial Condition. |
On March 4, 2008, Idera Pharmaceuticals, Inc. (Idera) announced its financial results for
the quarter and year ended December 31, 2007. The full text of the press release issued in
connection with the announcement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information in Item 2.02 of this Form 8-K (including Exhibit 99.1) is being furnished and
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the
Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 3.02
Unregistered Sales of Equity Securities.
On February 27, 2008, Idera issued 108,129 shares of its
common stock to the holder of common stock purchase warrants upon the exercise of those common
stock purchase warrants for an exercise price of $5.36 per share. As a result of the foregoing
warrant exercises, Idera issued more than 1% of its outstanding shares of common stock in
unregistered transactions upon exercises of warrants since the last periodic report that it filed
with the Securities and Exchange Commission.
Including the issuance of the 108,129 shares referred to above, since November 13, 2007, Idera
has issued a total of 320,210 shares of its common stock in unregistered sales of its equity
securities, all of which were issued to holders of warrants in connection with the exercise by such
warrant holders of outstanding Idera common stock purchase warrants. Idera issued the 320,210
shares for the following consideration:
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106,534 shares were issued upon payment of a warrant exercise price of $5.20 per share; |
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108,129 shares were issued upon the payment of a warrant exercise price of $5.36 per
share; |
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28,786 shares were issued upon the payment of a warrant exercise price of $5.84 per
share; |
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67,762 shares were issued upon the payment of a warrant exercise price of $8.00 per
share; and |
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8,999 shares were issued pursuant to the cashless exercise provisions of the warrants
through the surrender of the right to purchase 15,540 shares. |
Idera received approximately $1.8 million of cash proceeds in aggregate upon the exercise of
the foregoing warrants.
The issuances of shares of Ideras common stock upon exercise of outstanding warrants
described above were exempt from registration under the Securities Act of 1933 pursuant to an
exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, Rule 506
of Regulation D promulgated thereunder, and/or Regulation S promulgated thereunder as not involving
a public offering. The shares of common stock issued by Idera upon these warrant exercises have
been registered for resale by the holders under Ideras Registration Statements on Form S-3, File
Nos. 333-133455, 333-119943 and 333-109630.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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99.1*
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Press release issued by Idera Pharmaceuticals, Inc. on March 4, 2008. |
* Exhibit 99.1 relating to Item 2.02 shall be deemed to be furnished, and not filed.