ARCA biopharma Files 8-K on Shareholder Votes & Other Events

TL;DR

ARCA bio filed an 8-K covering shareholder votes and other key events. Stay tuned for details.

AI Summary

ARCA biopharma, Inc. filed an 8-K on August 22, 2024, reporting on matters submitted to a vote of security holders, other events, and financial statements. The company, formerly known as NUVELO INC and HYSEQ INC, is incorporated in Delaware and based in Westminster, Colorado.

Why It Matters

This filing provides updates on corporate governance and significant events that could impact investor decisions and the company's operational direction.

Risk Assessment

Risk Level: low — The filing is a routine 8-K reporting on corporate events and does not appear to contain immediate negative financial news.

Key Numbers

• 000-22873 — SEC File Number (Identifies the company's filing history with the SEC.)
• 36-3855489 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• ARCA biopharma, Inc. (company) — Registrant
• NUVELO INC (company) — Former Company Name
• HYSEQ INC (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• Westminster, Colorado (location) — Business Address

FAQ

Key Financial Figures

• $0.001 — shares of ARCA common stock, par value $0.001 per share (the " Common Stock "), issue

Filing Documents

• ea021219701-8k_arcabio.htm (8-K) — 66KB
• ea021219701ex99-1_arcabio.htm (EX-99.1) — 21KB
• 0001213900-24-072251.txt ( ) — 271KB
• abio-20240822.xsd (EX-101.SCH) — 3KB
• abio-20240822_lab.xml (EX-101.LAB) — 33KB
• abio-20240822_pre.xml (EX-101.PRE) — 22KB
• ea021219701-8k_arcabio_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. In connection with the Merger, ARCA held a special meeting of its stockholders on August 22, 2024 (the " Special Meeting "), at which ARCA's stockholders voted on the proposals set forth below relating to the Merger Agreement. The proposals are described in detail in ARCA's definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the " SEC ") on July 22, 2024 and declared effective by the SEC on July 24, 2024 (the " Definitive Proxy Statement/Prospectus "). The final voting results regarding each proposal are set forth below. There were 14,507,143 shares of ARCA common stock, par value $0.001 per share (the " Common Stock "), issued and outstanding and entitled to vote on July 22, 2024, the record date for the Special Meeting, 9,795,459 shares of ARCA common stock were represented in person or by proxy at the Special Meeting, which number constituted a quorum. Proposal No. 1. Approve (i) the issuance of shares of ARCA common stock (including the shares of ARCA common stock issuable upon conversion of ARCA Series B Preferred Stock), which will represent more than 20% of the shares of ARCA common stock outstanding immediately prior to the Merger, to stockholders of Oruka, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the Proxy Statement/Prospectus, and (ii) the change of control of ARCA resulting from the Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively . This proposal was approved by the requisite vote of ARCA's stockholders. For Against Abstain Broker Non-Votes 9,375,442 41,765 3,690 374,562 Proposal No. 2. Approve an amendment to the amended and restated certificate of incorporation of ARCA (the " ARCA Charter ") to increase the number of shares of ARCA common stock that ARCA is authorized to issue from 100,000,000 shares to 545,000,000 (the " Authorized Share Increase Amendment "),

01 Other Events

Item 8.01 Other Events. Following receipt of stockholder approval of all stockholder proposals at the Special Meeting, and as previously disclosed, the Merger is expected to be consummated on August 29, 2024, subject to the satisfaction of the remaining closing conditions under the Merger Agreement. Following approval of the Reverse Stock Split Amendment at the Special Meeting, on August 22, 2024, the ARCA Board of Directors approved the reverse stock split at a ratio of 1-for-12 shares of Common Stock (the " Reverse Stock Split "). ARCA expects to file the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, whereby every 12 shares of ARCA's issued and outstanding Common Stock will be converted automatically into one issued and outstanding share of Common Stock, with no corresponding reduction in the number of authorized shares of Common Stock, and without any change in the par value per share. In addition, at the Special Meeting, ARCA's stockholders approved an increase in the number of shares of ARCA's authorized common stock from 100,000,000 shares to 545,000,000 shares in connection with the anticipated closing of the Merger. Following the consummation of the Merger and the Reverse Stock Split Amendment, ARCA will operate under the name, Oruka Therapeutics, Inc., and its shares are expected to begin trading on The Nasdaq Global Market on a post-Reverse Stock Split and post-Merger basis under the ticker symbol "ORKA" effective with the open of business on Tuesday, September 3, 2024. A new CUSIP number (687604108) and ISIN Number (US6876041087) will be assigned to the Common Stock as a result of the Reverse Stock Split. When the Reverse Stock Split is effective, every twelve (12) shares of Common Stock issued and outstanding or held as treasury stock will be automatically combined and reclassified into one share of Common Stock. In addition, as a result of the Reverse Stock Split, proportionat

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended ) concerning ARCA, Oruka, the proposed transactions and other matters. These forward-looking statements include express or implied statements relating to the structure, timing and completion of the proposed Merger; the combined company's listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; the expected executive officers and directors of the combined company; each company's and the combined company's expected cash position at the closing of the proposed Merger (including completion of Oruka's private placement) and cash runway of the combined company; the expected contribution and payment of dividends in connection with the Merger, including the timing thereof; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical results; the combined company having sufficient resources to advance its pipeline candidates; and other statements that are not historical fact. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, issued on August 23, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL) 5

SIGNATURES

SIGNATURES 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. ARCA biopharma, Inc. (Registrant) Date: August 23, 2024 By: /s/ C. Jeffrey Dekker Name: C. Jeffrey Dekker Title: Chief Financial Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR