false000155714200015571422021-02-102021-02-10

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 10, 2021

   

Kadmon Holdings, Inc.

(Exact name of registrant as specified in its charter)

  

 

 

 

 

 

 

Delaware

 

001-37841

 

27-3576929

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

450 East 29th Street

New York, NY

 

10016

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (833900-5366

N/A

(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:

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(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

KDMN

Nasdaq Global Select 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 x

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. x


ITEM 2.02

Results of Operations and Financial Condition

The information contained in Exhibit 99.2 of this Current Report on Form 8-K (the “Current Report”) under the heading “Expected Full-Year 2020 Results” furnishes specified preliminary expectations with respect to the financial results of Kadmon Holdings, Inc. (the “Company”) for the full-year ended December 31, 2020 and is incorporated into this Item 2.02 by reference.

The information furnished under this Item 2.02 shall not be deemed “filed” for 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 8.01

Other Events

On February 10, 2021, the Company issued a press release (the “Press Release”) announcing its intention to offer, subject to market and other conditions, convertible senior notes due 2027 in an aggregate principal amount of $150,000,000 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Offering”). A copy of the Press Release is filed as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.

In addition, the information contained in Exhibit 99.2 of this Current Report under the heading “Risk Factors” contains an update of the Company’s risk factor disclosure and is incorporated into this Item 8.01 by reference.

ITEM 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated February 10, 2021

99.2

Disclosure Update as of February 10, 2021

104

Cover Page Interactive Data (embedded within Inline XBRL document)



SIGNATURE

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.

 

 

 

 

 

 

 

 

 

 

Kadmon Holdings, Inc.

 

 

 

Date: February 10, 2021

 

 

 

/s/ Harlan W. Waksal

 

 

 

 

Harlan W. Waksal, M.D.

 

 

 

 

President and Chief Executive Officer