Form 8-K - Current report
09 Mayo 2024 - 12:49PM
Edgar (US Regulatory)
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2024-05-06
2024-05-06
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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): May 6, 2024
TREX
WIND-DOWN, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-37411 |
|
59-3843182 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
377
Ocean Boulevard, Unit 5,
Hampton,
NH 03842
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (908) 636-7160
3
Mountainview Road, Suite 100,
Warren,
NJ 07059
(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
communications 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-commencement
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 Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
None |
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. ☐
Item 1.03 |
Bankruptcy or Receivership. |
As
previously disclosed, on November 17, 2023, Trex Wind-down, Inc. f/k/a Timber Pharmaceuticals, Inc. (the
“Company”) and certain of its subsidiaries (the “Debtors”) filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Case”) in the United States Bankruptcy Court
for the District of Delaware (the “Court”). The Chapter 11 Case is being administered under caption and case number In
re: Trex Wind-down, Inc., et al., f/k/a Timber Pharmaceuticals, Inc., Case No. 23-11878 (JKS).
On
May 6, 2024, the Court entered an order (the “Confirmation Order”) confirming the Revised Combined Disclosure Statement
and Joint Chapter 11 Plan of Liquidation of Trex Wind-down, Inc. and its Affiliated Debtors, dated March 20, 2024 (as amended, modified,
or supplemented from time to time, the “Plan”).
On
May __, 2024 (the “Effective Date”), the Debtors filed a Notice of Effective Date with the Court and the Plan became effective
in accordance with its terms. As of the Effective Date, and in accordance with the Plan, all outstanding shares of common stock of the
Company (including shares of common stock issuable under equity awards granted under the Company’s equity incentive plans) and
warrants exercisable for shares of common stock of the Company have been canceled and discharged and holders of such equity interests
will not receive or retain any property on account thereof (and for the avoidance of doubt, all holders of outstanding shares of common
stock of the Company and/or warrants exercisable for shares of common stock of the Company will not receive any recovery or distributions
under the Plan). The foregoing description of the Plan and the Confirmation Order is a summary thereof and does not purport to be complete,
and is subject to, and qualified in its entirety by reference to, the Plan and Confirmation Order. A copy of the Confirmation Order (to
which the Plan is attached as Exhibit A) is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 1.03.
Item 3.03 |
Material Modifications
to the Rights of Security Holders. |
The
disclosure under Item 1.03 of this Current Report is incorporated herein by reference.
Item 5.01 |
Changes in Control of
Registrant. |
The
disclosure under Item 1.03 of this Current Report is incorporated herein by reference.
Item 5.02 |
Departure of Directors
and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In
connection with the effectiveness of the Plan, the directors and officers of the Company have been discharged from their duties and terminated
automatically from such positions.
In
conjunction with the effectiveness of the Plan and the cancellation of all of the Company’s outstanding shares of common stock,
the Company intends to file post-effective amendments to each of its Registration Statements on Form S-3 and Form S-8 and promptly file
a Form 15 with the Securities and Exchange Commission to deregister its securities under Section 12(g) of the Securities Exchange Act
of 1934, as amended (“Exchange Act”), and suspend its reporting obligations under the Exchange Act.
Cautionary
Note Regarding Forward-Looking Statements.
This
Form 8-K includes statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking
statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,”
“anticipates,” “expects,” “plans,” “intends,” “may,” “could,”
“might,” “will,” “should,” “approximately” or, in each case, their negative or other
variations thereon or comparable terminology, although not all forward-looking statements contain these words. These forward-looking
statements reflect the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. We caution you that forward-looking statements are not guarantees of future performance and that our actual
financial condition and liquidity may differ materially from the forward-looking statements contained herein. Any forward-looking statements
that we make in this Form 8-K speak only as of the date of such statement, and we undertake no obligation to update such statements to
reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events. The Company’s
forward-looking statements in this Form 8-K include, but are not limited to, the suspension of the Company’s reporting obligations
under the Exchange Act. These forward-looking statements are based on current expectations and beliefs concerning future developments
and their potential effects. There can be no assurance that future developments affecting the Company will be those anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits:
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.
|
TREX WIND-DOWN, INC. |
|
|
Date: May 9, 2024 |
By: |
/s/ Jeffrey
T. Varsalone |
|
Name: |
Jeffrey T. Varsalone |
|
Title: |
Authorized Signatory |
Exhibit 99.1
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