8-K/A 1 a2020028ka.htm 8-K/A Document

Washington, D.C. 20549
(Amendment No. 1) 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest reported) February 10, 2020
(Exact name of Registrant as specified in its charter)
(State or Other Jurisdiction
of Incorporation)
(Commission File
(IRS Employer
Identification No.)

5777 Central Avenue, Suite 102
Boulder, CO 80301
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (720) 505-4755
(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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On August 31, 2019, the Delaware corporation formerly known as “Vical Incorporated” completed its previously announced merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of June 2, 2019, as amended by Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated August 20, 2019, and as further amended on August 30, 2019 (the “Merger Agreement”), by and among Vical Incorporated (“Vical”), Brickell Biotech, Inc. (“Brickell”) and Victory Subsidiary, Inc., a wholly-owned subsidiary of Vical (“Merger Sub”), pursuant to which Merger Sub merged with and into Brickell, with Brickell surviving the merger as a wholly-owned subsidiary of Vical (the “Merger”). Additionally, on August 31, 2019, immediately after the completion of the Merger, the Company changed its name from “Vical Incorporated” to “Brickell Biotech, Inc.” (the “Company”).

On August 31, 2019, in connection with, and prior to the consummation of, the Merger, Vical effected a reverse stock split of its common stock, par value $0.01 per share, at a ratio of 1-for-7 (the “Reverse Stock Split”).

On September 3, 2019, the Company filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other items, the consummation of the Merger. This Amendment No. 1 to Current Report on Form 8-K amends the Original Form 8-K to provide the historical audited consolidated financial statements of Brickell as of December 31, 2017 and 2018, and for the years ended December 31, 2018 and 2017, as retrospectively adjusted to give effect to the Reverse Stock Split and the exchange of shares in the merger to share and per-share amounts in such financial information.

Item 9.01 Financial Statements and Exhibits.

Financial Statements

Brickell’s audited financial statements for the years ended December 31, 2018 and 2017 are filed herewith as Exhibit 99.1 and incorporated by reference herein.

Exhibit No.
Consent of Independent Registered Public Accounting Firm
Audited Financial Statements of Brickell Biotech, Inc. for the years ended December 31, 2018 and 2017


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 10, 2020
Brickell Biotech, Inc.
/s/ Robert B. Brown
Robert B. Brown
Chief Executive Officer