Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 



Preliminary Proxy Statement

 



Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 



Definitive Proxy Statement

 



Definitive Additional Materials

 



Soliciting Material under §240.14a-12

Tokai Pharmaceuticals, Inc.

(Name of the Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 



No fee required.

 



Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

Title of each class of securities to which transaction applies:

 

 

     

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

     

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

     

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

     

 

 

 

 

(5)

Total fee paid:

 

 

     

 

 

 



Fee paid previously with preliminary materials.

 



Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

Amount Previously Paid:

 

 

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

(3)

Filing Party:

 

 

 

 

 

 

(4)

Date Filed:

 

 

 

 

 
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TOKAI PHARMACEUTICALS, INC.

255 State Street, 6th Floor

Boston, Massachusetts 02109

(617) 225-4305

April 7, 2017

Dear Stockholder:

You are invited to attend a special meeting of the stockholders of Tokai Pharmaceuticals Inc., a Delaware corporation (“ Tokai ”), to be held on May 9, 2017 at 9:00 am local time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.

As previously announced, on December 21, 2016, Tokai, Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“ Otic ”), and the shareholders of Otic named therein (each, a “ Seller ” and collectively, the “ Sellers ”), entered into a Share Purchase Agreement (the “ Share Purchase Agreement ”), pursuant to which, among other things, each Seller has agreed to sell to Tokai, and Tokai has agreed to purchase from each Seller, all of the ordinary and preferred shares of Otic (each an “ Otic Share ” and collectively, the “ Otic Shares ”) in exchange for shares of Tokai common stock (the “ Otic Transaction ”), on the terms and subject to the conditions set forth in the Share Purchase Agreement. The parties amended and restated the Share Purchase Agreement on March 2, 2017 to update the allocation of shares of Tokai’s common stock among the Sellers, to update the manner in which Otic options and warrants are converted and to extend the Outside Date (as defined in the Share Purchase Agreement) to May 31, 2017. The Otic Transaction will result in a pharmaceutical company focused on the development and commercialization of products for ear, nose and throat (“ ENT ”) disorders, including Otic’s lead candidate which is a nasally-administered, combination drug product intended to address the underlying cause of otitis media and Eustachian tube dysfunction. As a result of the Otic Transaction, Otic will become a wholly owned subsidiary of Tokai and the Sellers are expected to own approximately 60% of the Tokai common stock.

In addition, on January 31, 2017, Tokai entered into a stock purchase agreement with certain purchasers set forth therein pursuant to which the purchasers have agreed to purchase 3,603,601 shares of Tokai common stock at a price of $1.11 per share (the “ Tokai Stock Purchase Agreement ”). All of the purchasers under the Tokai Stock Purchase Agreement are either existing shareholders or employees of Otic. The Tokai Stock Purchase Agreement provides that the purchase and sale of the Tokai common stock will occur immediately following the closing of the Otic Transaction.

Shares of Tokai common stock are currently listed on The NASDAQ Global Market (“NASDAQ”) under the symbol “TKAI.” Tokai, in coordination with Otic, has filed an initial listing application for the combined company with The NASDAQ Stock Market LLC pursuant to NASDAQ Listing Rules 1017 and 5110. After completion of the Otic Transaction, Tokai will be renamed “Novus Therapeutics, Inc.” and expects to trade on The NASDAQ Global Market under the symbol “NVUS.” On April 4, 2017, the last trading day before the date of this proxy statement, the closing sale price of Tokai common stock was $0.82 per share.

Tokai is holding a special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Otic Transaction and related matters. At the Tokai special meeting, Tokai will ask its stockholders to approve the issuance of Tokai common stock pursuant to the Share Purchase Agreement; approve
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the issuance of Tokai common stock pursuant to the related Tokai Stock Purchase Agreement; approve an amendment to Tokai’s Amended and Restated Certificate of Incorporation effecting a reverse stock split of outstanding Tokai common stock at a ratio ranging from 1:1 to 1:10 as determined by the Tokai board of directors and agreed to by Otic; and approve the adjournment of the special meeting by Tokai’s board of directors, in its discretion, if necessary or appropriate, to solicit additional proxies to approve the other proposals, each as described in the accompanying proxy statement.

As described in the accompanying proxy statement, certain stockholders, directors and officers of Tokai, who hold in the aggregate approximately 36.3% of the outstanding common stock of Tokai (collectively, the “ Designated Tokai Equityholders ”), have entered into a support agreement with Otic (the “ Support Agreement ”). The Support Agreement places certain restrictions on the transfer of Tokai common stock held by the Designated Tokai Equityholders and includes an agreement to vote in favor of the issuance of Tokai common stock in the Otic Transaction and against any “acquisition proposal.”

After careful consideration and consultation with its financial advisor and outside legal counsel, the Tokai board of directors unanimously determined that the Otic Transaction, on the terms and subject to the conditions set forth in the Share Purchase Agreement, is fair to, and in the best interests of, Tokai and its stockholders and unanimously approved and declared advisable the Share Purchase Agreement, the issuance of Tokai common stock to the Sellers pursuant to the Share Purchase Agreement and the other transactions contemplated by the Share Purchase Agreement in accordance with the requirements of Delaware law.

The Tokai board of directors unanimously recommends that you vote “FOR” the approval of the issuance of Tokai common stock pursuant to the Share Purchase Agreement, “FOR” the approval of the issuance of Tokai common stock pursuant to the Tokai Stock Purchase Agreement and “FOR” each of the other proposals described in more detail in the accompanying proxy statement.

Your vote is important. It is important that your shares be represented and voted whether or not you plan to attend the special meeting in person. Whether or not you plan to attend the special meeting in person, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the proxy statement.

Sincerely,

 



Jodie P. Morrison

President and Chief Executive Officer

The accompanying proxy statement is dated April 7, 2017 and is first being mailed to stockholders on or about April 7, 2017.
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TOKAI PHARMACEUTICALS, INC.

 

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 9, 2017

 

 

To the Stockholders of Tokai Pharmaceuticals, Inc.:

You are cordially invited to attend a special meeting of stockholders of Tokai Pharmaceuticals, Inc. to be held on May 9, 2017 at 9:00 a.m., Eastern Time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109. At the special meeting, stockholders will consider and vote on the following matters:

 

 

1.

To approve the issuance of shares of common stock of Tokai, par value $0.001 per share (“Tokai common stock ”), pursuant to the terms of the Share Purchase Agreement, as amended and restated on March 2, 2017 (the “ Share Purchase Agreement ”), by and among Tokai, Otic Pharma, Ltd., a private limited company organized under the laws of the State of Israel (“ Otic ”), and the shareholders of Otic named therein (each a “ Seller ” and collectively, the “ Sellers ”) (the “ Otic Transaction ”) (such proposal, the “ Share Issuance Proposal ”). A copy of the Share Purchase Agreement is attached as Annex A to the accompanying proxy statement;

 

 

2.

To approve the issuance of shares of Tokai common stock pursuant to the terms of the Stock Purchase Agreement, dated as of January 31, 2017 (the “ Tokai Stock Purchase Agreement ”), by and among Tokai and the purchasers set forth therein (the “ Purchasers ”) (the “ Equity Financing ”) (such proposal, the “ Equity Financing Proposal ”). A copy of the Tokai Stock Purchase Agreement is attached as Annex B to the accompanying proxy statement;

 

 

3.

To approve and adopt an amendment to Tokai’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of Tokai common stock, at a ratio ranging from 1:1 to 1:10, as determined by the Tokai board of directors and agreed to by Otic, as more fully set forth in the accompanying proxy statement (the “ Reverse Stock Split Proposal ”). A copy of the form of amendment to Tokai’s Amended and Restated Certificate of Incorporation to effect the reverse stock split is attached as Annex C to the accompanying proxy statement;

 

 

4.

To adjourn the special meeting to solicit additional votes to approve the Share Issuance Proposal, the Equity Financing Proposal or the Reverse Stock Split Proposal, if necessary or appropriate (the “ Adjournment Proposal ”); and

 

 

5.

Any other business that may properly come before the special meeting and any adjournments or postponements thereof.

The accompanying proxy statement and its annexes more fully describe these items of business. Tokai urges you to read this information carefully.
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