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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT
style="font-size: 12pt">Washington, D.C. 20549 </FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest event reported): May 12, 2009</B>


<P style="font-size: 24pt" align="center"><B>POLYMEDIX, INC.<BR>
</B><FONT style="font-size: 10pt">(Exact name of
registrant as specified in its charter) </FONT>
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  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>000-51895</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>27-0125925</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
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  <TD style="border-bottom: #000000 1px solid"><B>170 N. Radnor Chester Road, Suite 300<BR>
Radnor,
Pennsylvania<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>19087</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
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<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number, including area code: <B>(484)
598-2400</B>
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  <TD style="border-bottom: #000000 1px solid" nowrap><B>Not Applicable<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

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<P style="font-size: 10pt" align="left">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:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))<BR>


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<P style="font-size: 10pt" align="left"><B>Item&nbsp;1.01. Entry into a Material Definitive Agreement.</B>

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">Effective May&nbsp;12, 2009, the Board of
Directors (the &#8220;<B><I>Board</I></B>&#8221;) of PolyMedix, Inc. (the &#8220;<B><I>Company</I></B>&#8221;) adopted
the Rights Agreement dated as of May&nbsp;12, 2009 (the &#8220;<B><I>Rights Agreement</I></B>&#8221;) between the
Company and American Stock Transfer &amp; Trust Company, LLC, as Rights Agent. The Rights Agreement is attached as
Exhibit&nbsp;4.1 to this Current Report on Form 8-K and is incorporated herein by reference. For a description of the
material terms of the Rights Agreement and the rights to be issued pursuant thereto, please refer to Item&nbsp;3.03 of
this Current Report on Form 8-K, which is incorporated herein by reference.

<P style="font-size: 10pt" align="left"><B>Item&nbsp;3.03. Material Modifications to Rights of Security Holders.</B>

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">Effective May&nbsp;12, 2009, the Board
declared a dividend distribution payable May&nbsp;26, 2009 to its stockholders of record at the close of business on
May&nbsp;26, 2009, of one preferred stock purchase right (a &#8220;<B><I>Right</I></B>&#8221;) for each outstanding
share of Common Stock, par value $0.001 per share (the &#8220;<B><I>Common Stock</I></B>&#8221;), that will entitle the
registered holder to purchase from the Company one one-thousandth of a share of Series&nbsp;C Preferred Stock, par
value $0.001 per share (the &#8220;<B><I>Preferred Stock</I></B>&#8221;), at a purchase price of $15.00 per one
one-thousandth of a share, subject to adjustment. The description and terms of the Rights are set forth in the Rights
Agreement. Capitalized terms used but not defined herein have the meanings set forth in the Rights Agreement.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">Because of the nature of the dividend,
liquidation and voting rights of Preferred Stock, the value of the one one-thousandth interest in a share of Preferred
Stock purchasable upon exercise of each Right, should approximate the value of one share of Common Stock.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left"><I>Separation and Distribution of Rights;
Exercisability</I>. Initially, the Rights will be attached to all shares of Common Stock then outstanding, whether or
not certificated, and no separate Rights certificates will be distributed. The Rights will separate from the Common
Stock upon the earlier of:

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  <TD>10 business days following a public announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the shares of Common Stock then
outstanding (subject to certain exceptions set forth in the Rights Agreement) (such person is referred to as an
&#8220;<B><I>Acquiring Person</I></B>&#8221;), or such earlier date as the Board becomes aware of the Acquiring
Person&#8217;s existence; or</TD>
 </TR>

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  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>10 business days (or some later date as determined by the Board) following the commencement of a tender or
exchange offer that would result in a person or group beneficially owning 15% or more of the shares of Common Stock
then outstanding (subject to exceptions as set forth in the Rights Agreement).</TD>
 </TR>

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<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">The date the Rights separate from the Common
Stock is referred to as the &#8220;<B><I>Distribution Date</I></B>.&#8221;

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">Until the Distribution Date, (i)&nbsp;the
Rights will be evidenced by and transferred with, and only with, the shares of Common Stock, (ii)&nbsp;new shares of
Common Stock, whether or not certificated, issued after May&nbsp;26, 2009 will contain a notation incorporating the
Rights Agreement by reference, and (iii) the surrender for transfer of any shares of Common Stock outstanding will also
constitute the transfer of the Rights associated with such shares of Common Stock.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">The Rights are not exercisable until the
Distribution Date and will expire at the close of business on May&nbsp;12, 2019, unless earlier redeemed by the Company
as described below.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">As soon as practicable after the Distribution
Date, Rights certificates will be mailed to the holders of record of Common Stock as of the close of business on the
Distribution Date and, after that, the separate Rights certificates will represent the Rights. Except in connection
with shares of Common Stock issued or sold pursuant to the exercise of stock options under any employee plan or
arrangements, or upon the exercise, conversion or exchange of securities issued by the Company in the future, or as
otherwise determined by the Board, only shares of Common Stock issued prior to the Distribution Date will be issued
with Rights.

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<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left"><I>Flip-in Events</I>. Each holder of a Right
(other than the Acquiring Person and any associate or affiliate thereof) will have the right to receive, upon exercise,
Common Stock (or, in some circumstances, cash, property or other securities of the Company) having a value equal to two
times the purchase price of the Right, as the case may be, if:

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  <TD>any person becomes an Acquiring Person (except pursuant to specified exceptions);</TD>
 </TR>

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 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
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  <TD>the Company is the surviving corporation in a merger with an Acquiring Person and the Common Stock is not changed
or exchanged; or</TD>
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 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
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  <TD>during the time that there is an Acquiring Person, a merger, reclassification or similar event occurs that
results in increasing the Acquiring Person&#8217;s beneficial ownership of shares of Common Stock by more than 1%.</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt; margin-left: 7%" align="left">Notwithstanding any of the foregoing, following the occurrence
of any of the events described in this paragraph, all Rights that are, or (under some circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. The events described in this
paragraph are referred to as &#8220;<B><I>Flip-in Events</I></B>.&#8221;

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">For example, at a purchase price of $15.00
per Right, each Right not owned by an Acquiring Person (or by some related parties or transferees) following a Flip-in
Event set forth in the preceding paragraph would entitle its holder to purchase $30.00 worth of Common Stock (or other
consideration, as noted above) for $15.00.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left"><I>Flip-over events</I>. At any time
following the earlier of a public announcement that a person has become an Acquiring Person or the date that a majority
of the Board becomes aware of the existence of an Acquiring Person (in either case, the &#8220;<B><I>Stock Acquisition
Date</I></B>&#8221;), each holder of a Right (except Rights which previously have been voided as set forth above) will
have the right to receive, upon exercise, common stock of an acquiring company having a value equal to two times the
purchase price of the Right if any of the following occur:

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  <TD>the Company enters into a merger in which the Company is not the surviving corporation;</TD>
 </TR>

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  <TD width="1%">&nbsp;</TD>
  <TD>the Company is the surviving corporation in a merger pursuant to which all or part of the outstanding shares of
Common Stock are changed into or exchanged for stock or other securities of any other person or cash or any other
property; or</TD>
 </TR>

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  <TD width="1%">&nbsp;</TD>
  <TD>more than 50% of the combined assets, cash flow or earning power of the Company and its subsidiaries is sold or
transferred (in each case other than some consolidations with, mergers with and into, or sales of assets, cash flow or
earning power by or to subsidiaries of the Company as specified in the Rights Agreement).</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt; margin-left: 7%" align="left">The events described in this paragraph are referred to as
&#8220;<B><I>Flip-over Events</I></B>.&#8221; Flip-in Events and Flip-over Events are referred to collectively as
&#8220;<B><I>Triggering Events</I></B>.&#8221;

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left"><I>Anti-dilution Adjustments; Fractional
Shares</I>. The applicable purchase price payable, the number of shares of Preferred Stock or other securities or
property issuable upon the exercise of the Rights, and the number of applicable Rights outstanding are subject to
adjustment from time to time to prevent dilution, in the event of a stock dividend on, or a subdivision, combination or
reclassification of, Preferred Stock or Common Stock, or upon the occurrence of certain other specified dilutive
events. No fractional shares of Preferred Stock are required to be issued (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock) and, in lieu of the issuance of fractional shares, the
Company may make an adjustment in cash based on the market price of the Preferred Stock on the trading date immediately
prior to the date of exercise.

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<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left"><I>Dividend, Liquidation and Redemption
Rights of the Preferred Stock</I>. Each share of Preferred Stock will be entitled, when, as and if declared, to a
minimum preferential quarterly dividend payment equal to the greater of $0.001 per share and an aggregate amount of
1,000 times the dividend declared per share of Common Stock (other than stock dividends payable in Common Stock). Upon
liquidation, the holders of Preferred Stock will be entitled to the greater of (1)&nbsp;a minimum preferential
liquidation payment of $1,000 per share (plus any accrued but unpaid dividends) and (2)&nbsp;an aggregate payment equal
to 1,000 times the payment to be made per share of Common Stock. Each share of Preferred Stock will have 1,000 times
the number of votes each share of the Common Stock has on matters the respective class is entitled to vote on, which
will be voted together with Common Stock. Upon any merger, consolidation or other transaction in which shares of Common
Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount
received per share of Common Stock. These rights are protected by customary antidilution provisions.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">At any time, or from time to time, the Board
may redeem the outstanding shares of Preferred Stock, in whole but not in part, at a cash price per share equal to 105%
of (i)&nbsp;1,000 (subject to adjustment) times the average market value of Common Stock plus (ii)&nbsp;all accrued and
unpaid dividends of the Preferred Stock as of the redemption date.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">Because of the nature of the dividend,
liquidation and voting rights of Preferred Stock, the value of the one one-thousandth interest in a share of Preferred
Stock purchasable upon exercise of each Right, should approximate the value of one share of Common Stock.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left"><I>Exchange of the Rights</I>. At any time
after the occurrence of a Flip-in Event and prior to the acquisition by a person or group of 50% or more of the shares
of Common Stock then outstanding, the Board may, without payment of the purchase price by the holder, exchange the
Rights, in whole or in part, as follows:

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  <TD>each Right (other than the Rights owned by the Acquiring Person or group, which will become void) may be
exchanged for one-half the number of shares of Common Stock, one one-thousandth of a share of Preferred Stock or
shares or other units of other property for which a Right is exercisable immediately prior to the time of the action of
the Board to exchange the Rights.</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left"><I>Redemption of the Rights</I>. At any time
prior to the earliest of (i)&nbsp;the Stock Acquisition Date, (ii)&nbsp;the tenth business day (or such later date as
may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or
associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence,
a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or
(iii)&nbsp;May&nbsp;12, 2019, the Company may redeem all, but not less than all, of the Rights at a price of $0.001 per
Right (payable in cash, shares of Common Stock or other consideration deemed appropriate by the Board and subject to
adjustment). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of these Rights will be to receive the $0.001 redemption price.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left"><I>No Rights as Stockholder</I>. Until a
Right is exercised, the holder will have no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left"><I>Amendment of the Rights Agreement</I>.
Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board at any time during the period in which the Rights are redeemable. At any time
when the Rights are no longer redeemable, the provisions of the Rights Agreement may be amended by the Board only if
the amendment does not adversely affect the interest of holders of Rights (excluding the interest of any Acquiring
Person) or cause the Rights to become redeemable again.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left"><I>Certain Anti-takeover Effects</I>. The
Rights approved by the Board are designed to protect and maximize the value of the outstanding equity interests in the
Company in the event of an unsolicited attempt by an acquirer to take over the Company, in a manner or on terms not
approved by the Board. Takeover attempts frequently include coercive tactics to deprive the Board and its stockholders
of a full opportunity to evaluate an offer in light of the long term prospects of the Company. The Rights have been
declared by the Board in order to deter such tactics.

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<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">The Rights are not intended to prevent all
takeovers of the Company and will not do so. Since, subject to the restrictions described above, the Company may redeem
the Rights prior to the Distribution Date, the Rights should not interfere with any merger or business combination
approved by the Board.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">The Rights may have the effect of rendering
more difficult or discouraging an acquisition of the Company deemed undesirable by the Board. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company (or which otherwise becomes an Acquiring
Person) on terms or in a manner not approved by the Board, except pursuant to an offer conditioned upon the negation,
purchase or redemption of the Rights.

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">The foregoing description of the Rights
Agreement is qualified in its entirety by reference to the full text of the Rights Agreement, which is incorporated
herein by reference.

<P style="font-size: 10pt" align="left"><B>Item&nbsp;5.03. Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year.</B>

<P style="font-size: 10pt; margin-left: 7%; text-indent: 4%" align="left">In connection with the adoption of the Rights
Agreement referenced in Items 1.01 and 3.03 above, the Board approved a Certificate of Designation, Preferences and
Rights of Series&nbsp;C Preferred Stock (the &#8220;<B><I>Certificate of Designation</I></B>&#8221;) classifying and
designating the Series&nbsp;C Preferred Stock. The Certificate of Designation was filed with the Secretary of State of
the State of Delaware, and became effective May&nbsp;13, 2009. The Certificate of Designation is attached as
Exhibit&nbsp;3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information set forth
in Item&nbsp;3.03 is incorporated herein by reference.

<P style="font-size: 10pt" align="left"><B>Item&nbsp;9.</B><B>01(d)</B><B> Financial Statements and Exhibits.</B>

<P style="font-size: 10pt; margin-left: 7%" align="left">3.1 Certificate of Designation, Preferences and Rights of
Series&nbsp;C Preferred Stock. <BR>
4.1 Rights Agreement, by and between PolyMedix, Inc. and American Stock Transfer
&amp; Trust Company, LLC, as Rights Agent, including exhibits thereto, dated as of May&nbsp;12, 2009. <BR>
99.1 Press
release issued May&nbsp;13, 2009 by PolyMedix, Inc.

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<P style="font-size: 10pt" align="center"><B>SIGNATURE</B>

<P style="font-size: 10pt" align="left">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.

<P style="font-size: 10pt; margin-left: 46%" align="left">POLYMEDIX, INC.

<P style="font-size: 10pt; margin-left: 1%" align="left">May&nbsp;14, 2009

<P style="margin-top: -11pt; font-size: 10pt; margin-left: 46%" align="left"><U><B>/</B>s/ Edward F.
Smith&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Edward F. Smith <BR>
Vice President, Finance and Chief Financial Officer

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<P style="font-size: 10pt" align="center"><U><B>Exhibit&nbsp;Index</B></U>
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  <TD nowrap align="left"><B>Exhibit No.</B></TD>
  <TD>&nbsp;</TD>
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<DIV style="margin-left: 0px; text-indent: 0px">3.1 </DIV>
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  <TD valign="top" align="left">Certificate of Designation, Preferences and Rights of Series&nbsp;C Preferred
Stock.</TD>
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<DIV style="margin-left: 0px; text-indent: 0px">4.1 </DIV>
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  <TD valign="top" align="left">Rights Agreement, by and between PolyMedix, Inc. and American Stock Transfer &amp;
Trust Company, LLC, as Rights Agent, including exhibits thereto, dated as of May&nbsp;12, 2009.</TD>
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<DIV style="margin-left: 0px; text-indent: 0px">99.1 </DIV>
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  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press release issued May&nbsp;13, 2009 by PolyMedix, Inc.</TD>
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8-K
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 12, 2009
POLYMEDIX, INC.
(Exact name of
registrant as specified in its charter)
Delaware
000-51895
27-0125925
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
170 N. Radnor Chester Road, Suite 300
Radnor,
Pennsylvania
19087
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(484)
598-2400
Not Applicable
(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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Effective May 12, 2009, the Board of
Directors (the "
Board
") of PolyMedix, Inc. (the "
Company
") adopted
the Rights Agreement dated as of May 12, 2009 (the "
Rights Agreement
") between the
Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. The Rights Agreement is attached as
Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. For a description of the
material terms of the Rights Agreement and the rights to be issued pursuant thereto, please refer to Item 3.03 of
this Current Report on Form 8-K, which is incorporated herein by reference.
Item 3.03. Material Modifications to Rights of Security Holders.
Effective May 12, 2009, the Board
declared a dividend distribution payable May 26, 2009 to its stockholders of record at the close of business on
May 26, 2009, of one preferred stock purchase right (a "
Right
") for each outstanding
share of Common Stock, par value $0.001 per share (the "
Common Stock
"), that will entitle the
registered holder to purchase from the Company one one-thousandth of a share of Series C Preferred Stock, par
value $0.001 per share (the "
Preferred Stock
"), at a purchase price of $15.00 per one
one-thousandth of a share, subject to adjustment. The description and terms of the Rights are set forth in the Rights
Agreement. Capitalized terms used but not defined herein have the meanings set forth in the Rights Agreement.
Because of the nature of the dividend,
liquidation and voting rights of Preferred Stock, the value of the one one-thousandth interest in a share of Preferred
Stock purchasable upon exercise of each Right, should approximate the value of one share of Common Stock.
Separation and Distribution of Rights;
Exercisability
. Initially, the Rights will be attached to all shares of Common Stock then outstanding, whether or
not certificated, and no separate Rights certificates will be distributed. The Rights will separate from the Common
Stock upon the earlier of:
•
10 business days following a public announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the shares of Common Stock then
outstanding (subject to certain exceptions set forth in the Rights Agreement) (such person is referred to as an
"
Acquiring Person
"), or such earlier date as the Board becomes aware of the Acquiring
Person's existence; or
•
10 business days (or some later date as determined by the Board) following the commencement of a tender or
exchange offer that would result in a person or group beneficially owning 15% or more of the shares of Common Stock
then outstanding (subject to exceptions as set forth in the Rights Agreement).
The date the Rights separate from the Common
Stock is referred to as the "
Distribution Date
."
Until the Distribution Date, (i) the
Rights will be evidenced by and transferred with, and only with, the shares of Common Stock, (ii) new shares of
Common Stock, whether or not certificated, issued after May 26, 2009 will contain a notation incorporating the
Rights Agreement by reference, and (iii) the surrender for transfer of any shares of Common Stock outstanding will also
constitute the transfer of the Rights associated with such shares of Common Stock.
The Rights are not exercisable until the
Distribution Date and will expire at the close of business on May 12, 2019, unless earlier redeemed by the Company
as described below.
As soon as practicable after the Distribution
Date, Rights certificates will be mailed to the holders of record of Common Stock as of the close of business on the
Distribution Date and, after that, the separate Rights certificates will represent the Rights. Except in connection
with shares of Common Stock issued or sold pursuant to the exercise of stock options under any employee plan or
arrangements, or upon the exercise, conversion or exchange of securities issued by the Company in the future, or as
otherwise determined by the Board, only shares of Common Stock issued prior to the Distribution Date will be issued
with Rights.
-2-
Flip-in Events
. Each holder of a Right
(other than the Acquiring Person and any associate or affiliate thereof) will have the right to receive, upon exercise,
Common Stock (or, in some circumstances, cash, property or other securities of the Company) having a value equal to two
times the purchase price of the Right, as the case may be, if:
•
any person becomes an Acquiring Person (except pursuant to specified exceptions);
•
the Company is the surviving corporation in a merger with an Acquiring Person and the Common Stock is not changed
or exchanged; or
•
during the time that there is an Acquiring Person, a merger, reclassification or similar event occurs that
results in increasing the Acquiring Person's beneficial ownership of shares of Common Stock by more than 1%.
Notwithstanding any of the foregoing, following the occurrence
of any of the events described in this paragraph, all Rights that are, or (under some circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. The events described in this
paragraph are referred to as "
Flip-in Events
."
For example, at a purchase price of $15.00
per Right, each Right not owned by an Acquiring Person (or by some related parties or transferees) following a Flip-in
Event set forth in the preceding paragraph would entitle its holder to purchase $30.00 worth of Common Stock (or other
consideration, as noted above) for $15.00.
Flip-over events
. At any time
following the earlier of a public announcement that a person has become an Acquiring Person or the date that a majority
of the Board becomes aware of the existence of an Acquiring Person (in either case, the "
Stock Acquisition
Date
"), each holder of a Right (except Rights which previously have been voided as set forth above) will
have the right to receive, upon exercise, common stock of an acquiring company having a value equal to two times the
purchase price of the Right if any of the following occur:
•
the Company enters into a merger in which the Company is not the surviving corporation;
•
the Company is the surviving corporation in a merger pursuant to which all or part of the outstanding shares of
Common Stock are changed into or exchanged for stock or other securities of any other person or cash or any other
property; or
•
more than 50% of the combined assets, cash flow or earning power of the Company and its subsidiaries is sold or
transferred (in each case other than some consolidations with, mergers with and into, or sales of assets, cash flow or
earning power by or to subsidiaries of the Company as specified in the Rights Agreement).
The events described in this paragraph are referred to as
"
Flip-over Events
." Flip-in Events and Flip-over Events are referred to collectively as
"
Triggering Events
."
Anti-dilution Adjustments; Fractional
Shares
. The applicable purchase price payable, the number of shares of Preferred Stock or other securities or
property issuable upon the exercise of the Rights, and the number of applicable Rights outstanding are subject to
adjustment from time to time to prevent dilution, in the event of a stock dividend on, or a subdivision, combination or
reclassification of, Preferred Stock or Common Stock, or upon the occurrence of certain other specified dilutive
events. No fractional shares of Preferred Stock are required to be issued (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock) and, in lieu of the issuance of fractional shares, the
Company may make an adjustment in cash based on the market price of the Preferred Stock on the trading date immediately
prior to the date of exercise.
-3-
Dividend, Liquidation and Redemption
Rights of the Preferred Stock
. Each share of Preferred Stock will be entitled, when, as and if declared, to a
minimum preferential quarterly dividend payment equal to the greater of $0.001 per share and an aggregate amount of
1,000 times the dividend declared per share of Common Stock (other than stock dividends payable in Common Stock). Upon
liquidation, the holders of Preferred Stock will be entitled to the greater of (1) a minimum preferential
liquidation payment of $1,000 per share (plus any accrued but unpaid dividends) and (2) an aggregate payment equal
to 1,000 times the payment to be made per share of Common Stock. Each share of Preferred Stock will have 1,000 times
the number of votes each share of the Common Stock has on matters the respective class is entitled to vote on, which
will be voted together with Common Stock. Upon any merger, consolidation or other transaction in which shares of Common
Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount
received per share of Common Stock. These rights are protected by customary antidilution provisions.
At any time, or from time to time, the Board
may redeem the outstanding shares of Preferred Stock, in whole but not in part, at a cash price per share equal to 105%
of (i) 1,000 (subject to adjustment) times the average market value of Common Stock plus (ii) all accrued and
unpaid dividends of the Preferred Stock as of the redemption date.
Because of the nature of the dividend,
liquidation and voting rights of Preferred Stock, the value of the one one-thousandth interest in a share of Preferred
Stock purchasable upon exercise of each Right, should approximate the value of one share of Common Stock.
Exchange of the Rights
. At any time
after the occurrence of a Flip-in Event and prior to the acquisition by a person or group of 50% or more of the shares
of Common Stock then outstanding, the Board may, without payment of the purchase price by the holder, exchange the
Rights, in whole or in part, as follows:
•
each Right (other than the Rights owned by the Acquiring Person or group, which will become void) may be
exchanged for one-half the number of shares of Common Stock, one one-thousandth of a share of Preferred Stock or
shares or other units of other property for which a Right is exercisable immediately prior to the time of the action of
the Board to exchange the Rights.
Redemption of the Rights
. At any time
prior to the earliest of (i) the Stock Acquisition Date, (ii) the tenth business day (or such later date as
may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or
associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence,
a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or
(iii) May 12, 2019, the Company may redeem all, but not less than all, of the Rights at a price of $0.001 per
Right (payable in cash, shares of Common Stock or other consideration deemed appropriate by the Board and subject to
adjustment). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of these Rights will be to receive the $0.001 redemption price.
No Rights as Stockholder
. Until a
Right is exercised, the holder will have no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Amendment of the Rights Agreement
.
Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board at any time during the period in which the Rights are redeemable. At any time
when the Rights are no longer redeemable, the provisions of the Rights Agreement may be amended by the Board only if
the amendment does not adversely affect the interest of holders of Rights (excluding the interest of any Acquiring
Person) or cause the Rights to become redeemable again.
Certain Anti-takeover Effects
. The
Rights approved by the Board are designed to protect and maximize the value of the outstanding equity interests in the
Company in the event of an unsolicited attempt by an acquirer to take over the Company, in a manner or on terms not
approved by the Board. Takeover attempts frequently include coercive tactics to deprive the Board and its stockholders
of a full opportunity to evaluate an offer in light of the long term prospects of the Company. The Rights have been
declared by the Board in order to deter such tactics.
-4-
The Rights are not intended to prevent all
takeovers of the Company and will not do so. Since, subject to the restrictions described above, the Company may redeem
the Rights prior to the Distribution Date, the Rights should not interfere with any merger or business combination
approved by the Board.
The Rights may have the effect of rendering
more difficult or discouraging an acquisition of the Company deemed undesirable by the Board. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company (or which otherwise becomes an Acquiring
Person) on terms or in a manner not approved by the Board, except pursuant to an offer conditioned upon the negation,
purchase or redemption of the Rights.
The foregoing description of the Rights
Agreement is qualified in its entirety by reference to the full text of the Rights Agreement, which is incorporated
herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
In connection with the adoption of the Rights
Agreement referenced in Items 1.01 and 3.03 above, the Board approved a Certificate of Designation, Preferences and
Rights of Series C Preferred Stock (the "
Certificate of Designation
") classifying and
designating the Series C Preferred Stock. The Certificate of Designation was filed with the Secretary of State of
the State of Delaware, and became effective May 13, 2009. The Certificate of Designation is attached as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information set forth
in Item 3.03 is incorporated herein by reference.
Item 9.
01(d)
Financial Statements and Exhibits.
3.1 Certificate of Designation, Preferences and Rights of
Series C Preferred Stock.
4.1 Rights Agreement, by and between PolyMedix, Inc. and American Stock Transfer
& Trust Company, LLC, as Rights Agent, including exhibits thereto, dated as of May 12, 2009.
99.1 Press
release issued May 13, 2009 by PolyMedix, Inc.
-5-
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.
POLYMEDIX, INC.
May 14, 2009
/
s/ Edward F.
Smith
Edward F. Smith
Vice President, Finance and Chief Financial Officer
-6-
Exhibit Index
Exhibit No.
3.1
Certificate of Designation, Preferences and Rights of Series C Preferred
Stock.
4.1
Rights Agreement, by and between PolyMedix, Inc. and American Stock Transfer &
Trust Company, LLC, as Rights Agent, including exhibits thereto, dated as of May 12, 2009.
99.1
Press release issued May 13, 2009 by PolyMedix, Inc.
-7-