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): November 7, 2008
Ardea Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-33734
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94-3200380 |
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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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4939 Directors Place
San Diego, California
(Address of principal executive offices)
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92121
(Zip Code) |
Registrant’s telephone number, including area code: (858) 652-6500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 12, 2008, Ardea Biosciences, Inc. (the “Company”) entered into a Loan and Security
Agreement (the “Loan Agreement”) with Oxford Finance Corporation and Silicon Valley Bank
(collectively, the “Lenders”), pursuant to which the Lenders provided the Company with an
approximately three-year $8.0 million growth capital loan. Interest on the loan accrues at a rate
of 12% per annum, with monthly interest only payments required during a period
beginning on the loan funding date and continuing through February 28, 2009, followed thereafter by
equal monthly payments of principal and interest over a period of 33 months. At maturity of the
loan, the Company is required to make an additional final payment equal to 5% of the loan. The
Company has the option to prepay the outstanding balance of the loan in full, subject to a
prepayment fee.
The Loan Agreement contains customary representations and warranties and customary affirmative and
negative covenants. However, there are no financial covenants associated with the loan. The Loan
Agreement also contains customary events of default that entitle the Lenders to cause any or all
of the indebtedness under the Loan Agreement to become immediately
due and payable along with any accrued interest and other fees. The loan is collateralized by the
Company’s general assets, excluding its intellectual property.
In connection with the Loan and Security Agreement, the Company issued to the Lenders warrants to
purchase up to an aggregate of 56,010 shares of the Company’s common stock at an exercise price of
$8.57 per share. The warrants are immediately exercisable and expire seven years from the date of
issuance.
The net proceeds of the loan will be used for working capital, capital expenditures and other
general corporate purposes.
A copy of the press release announcing the loan is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2008, the Company reported its results of operations for the three and nine months
ended September 30, 2008. A copy of the press release announcing the Company’s results of operation
is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The information contained in this Current Report shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the
creation of a direct financial obligation of the Company is incorporated by reference into this
Item 2.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On November 7, 2008, the Compensation Committee of our Board of Directors approved certain
amendments to (i) our Senior Executive Severance Benefit Plan (ii) our Executive Severance Benefit
Plan and (iii) Barry D. Quart’s Executive Employment Agreement, a summary of which amendments is
attached hereto as Exhibit 99.3 and incorporated herein by reference.