Amended Current Report Filing (8-k/a)
16 Mayo 2022 - 3:19PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 13, 2022 (April 5, 2022)
MOONLAKE
IMMUNOTHERAPEUTICS
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-39630 |
|
N/A |
| (State
or other jurisdiction |
|
(Commission
File Number) |
|
(I.R.S.
Employer |
| of
incorporation) |
|
|
|
Identification
No.) |
| Dorfstrasse
29 |
|
|
| Zug,
Switzerland |
|
6300 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
41
415108022
(Registrant’s
telephone number, including area code)
Helix
Acquisition Corp.
Cormorant
Asset Management, LP
200
Clarendon Street, 52nd Floor
Boston,
MA
(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
communication 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-commencements
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 Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A ordinary share, par value $0.0001 per share |
|
MLTX |
|
The
Nasdaq Stock Market LLC |
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 ☒
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.
INTRODUCTORY
NOTE
This
Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of MoonLake Immunotherapeutics, a
Cayman Islands exempted company (formerly known as Helix Acquisition Corp.) (prior to the Closing Date, “Helix” and after
the Closing Date, “MoonLake”), filed on April 11, 2022 (the “Original Report”), in which the Company (as defined
below) reported, among other events, the closing of the Business Combination (as defined in the Original Report) on April 5, 2022 (the
“Closing Date”).
In connection with the closing of the Business Combination, the registrant changed its name from Helix Acquisition Corp. to MoonLake
Immunotherapeutics. Unless the context otherwise requires, “MoonLake,” “we,” “us,” “our,”
and the “Company” refer to the combined company following the Business Combination, together with its subsidiaries, “Helix”
refers to the registrant prior to the closing of the Business Combination and “MoonLake AG” refers to MoonLake Immunotherapeutics
AG, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Zug, Switzerland under the
number CHE-433.093.536, together with its subsidiaries, prior to the Business Combination.
This Amendment No. 1 includes (i) the unaudited condensed consolidated financial statements of MoonLake AG as of and for the three months
ended March 31, 2022, (ii) MoonLake AG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
for the three months ended March 31, 2022, and (iii) the unaudited pro forma condensed combined balance sheet as of March 31, 2022 and
the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 and the year ended December
31, 2021.
This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments
at the Company or its subsidiaries, including MoonLake AG, subsequent to the filing date of the Original Report. The information previously
reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.
Item
2.01. Results of Operations and Financial Condition.
This
Amendment No. 1 includes (i) the unaudited condensed consolidated financial statements of MoonLake AG as of and for the three months
ended March 31, 2022, (ii) MoonLake AG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
for the three months ended March 31, 2022, and (iii) the unaudited pro forma condensed combined balance sheet as of March 31, 2022 and
the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 and the year ended December
31, 2021.
The
information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01 Exhibits.
(a)
Financial Statements of Business Acquired
The
unaudited condensed consolidated financial statements of MoonLake AG as of and for the three months ended March 31, 2022, and the related
notes thereto are attached as Exhibit 99.1 and are incorporated herein by reference. Also included as Exhibit 99.2 and incorporated herein
by reference is MoonLake AG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the
three months ended March 31, 2022.
(b)
Pro Forma Financial Information
The
unaudited pro forma condensed combined balance sheet as of March 31, 2022 and the unaudited pro forma condensed combined statement of
operations for the three months ended March 31, 2022 and the year ended December 31, 2021, and the related notes thereto are attached
as Exhibit 99.3 and are incorporated herein by reference.
(d)
Exhibits
EXHIBIT
INDEX
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.
| |
MoonLake
Immunotherapeutics |
| |
|
| Date:
May 16, 2022 |
By: |
/s/
Matthias Bodenstedt |
| |
Name: |
Matthias
Bodenstedt |
| |
Title: |
Chief
Financial Officer |
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