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): October 24, 2018
XBIOTECH INC.
(Exact Name of Registrant as Specified in Charter)
British Columbia Canada
(State of Incorporation)
001-37347
(Commission File Number)
N/A
(IRS Employer Identification No.)
| 8201 E Riverside Dr. Bldg 4, Ste 100 Austin, Texas | 78744 |
| (Address of Principal Executive Offices) | (Zip Code) |
(512) 386-2900
(Registrant's telephone number, including area code)
(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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ X ]
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 8.01. Other Events.
Dismissal of Securities Class Action Suit On October 24, 2018, XBiotech Inc. (the “Company”) announced that the honorable Judge Dustin M. Howell of the 459th Travis County District Court has issued a letter ruling granting the Company’s Motion to Dismiss the securities class action complaint brought against XBiotech (Case D-1-GN-17-003063). The District Court has directed the parties to prepare a formal order memorializing the ruling. A copy of the Company’s press release announcing the event is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. This Form 8-K and the related press release contain forward-looking statements, including declarations regarding management's beliefs and expectations, that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “would,” “could,” “expects,” “plans,” “contemplate,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “intend” or “continue” or the negative of such terms or other comparable terminology, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties are subject to the disclosures set forth in "Risk Factors" in our SEC filings.
99.1 Press Release of XBiotech Inc., issued October 24, 2018
SIGNATURE
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.
| XBIOTECH INC. | ||
| Date: October 24, 2018 | By: | /s/ John Simard |
| Name: John Simard | ||
| Title: Chief Executive Officer and President | ||
EXHIBIT INDEXExhibit Number Description 99.1 Press Release dated October 24, 2018
EXHIBIT 99.1
XBiotech Announces Dismissal of Securities Class Action Suit
AUSTIN, Texas, Oct. 24, 2018 (GLOBE NEWSWIRE) -- XBiotech Inc. (NASDAQ: XBIT) announced today that the honorable Judge Dustin M. Howell of the 459th Travis County District Court has issued a letter ruling granting the Company’s Motion to Dismiss the securities class action complaint brought against XBiotech (Case D-1-GN-17-003063). The District Court has directed the parties to prepare a formal order memorializing the ruling.
“These types of securities class action cases have unfortunately proliferated against development-stage biosciences companies. We are gratified that the District Court made the right call in this case and hope that other courts will take a similar approach in future securities class action cases against the biosciences industry,” stated Peter Stokes, Esq., Partner at Norton Rose Fulbright and XBiotech’s lead counsel in the case.
John Simard, President & CEO of XBiotech, commented, “This case was the last remaining frivolous lawsuit or lawsuit of any kind pending against XBiotech. We had faith in the system, and in our superb legal counsel, and refused to settle with any other outcome than outright dismissal. Despite obstacles, our endeavor to discover, manufacture, and develop therapies derived from natural human immunity has continued unabated. We now have promising initiatives in infectious disease, dermatology, cardiovascular medicine, and cancer. The potential is extraordinary. I believe the tide is turning and I am more excited than ever about the future of XBiotech.”
On December 1, 2015, a purported securities complaint was filed against the Company, certain of its officers and directors and the underwriter for its initial public offering in the Superior Court for the State of California, Los Angeles County. At a June 2017 hearing before the Superior Court for the State of California, Los Angeles County, the judge ruled that the case belonged in Texas, not in California. The plaintiffs re-filed their suit in Travis County District Court in July 2017. The county court ultimately heard arguments on XBiotech’s motion to dismiss and issued the letter ruling granting the dismissal. Two federal cases were previously filed in the U.S. District Court for the Western District of Texas, but both of those cases have also been dismissed.
About True Human™ Therapeutic Antibodies
XBiotech’s True Human™ antibodies are derived without modification from individuals who possess natural immunity to certain diseases. With discovery and clinical programs across multiple disease areas, XBiotech’s True Human antibodies have the potential to harness the body’s natural immunity to fight disease with increased safety, efficacy and tolerability.
About XBiotech
XBiotech is a fully integrated global biosciences company dedicated to pioneering the discovery, development and commercialization of therapeutic antibodies based on its True Human™ proprietary technology. XBiotech currently is advancing a robust pipeline of antibody therapies to redefine the standards of care in oncology, inflammatory conditions and infectious diseases. Headquartered in Austin, Texas, XBiotech also is leading the development of innovative biotech manufacturing technologies designed to more rapidly, cost-effectively and flexibly produce new therapies urgently needed by patients worldwide. For more information, visit www.xbiotech.com.
Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements, including declarations regarding management's beliefs and expectations that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "would," "could," "expects," "plans," "contemplate," "anticipates," "believes," "estimates," "predicts," "projects," "intend" or "continue" or the negative of such terms or other comparable terminology, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties are subject to the disclosures set forth in the "Risk Factors" section of certain of our SEC filings. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this press release. Any forward-looking statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.
Contact
Ashley Otero
aotero@xbiotech.com
512-386-2930