UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): June 28, 2018

~~Date~~Cadus ~~of report (Date of earliest event reported): January 20, 2018~~Corporation

~~CADUS~~(Exact ~~CORPORATION~~name of registrant as specified in its charter)

(Exact name of Registrant as Specified in Charter)

Delaware	0-28674	13-3660391
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

767 Fifth Avenue, New York, NY 10153
(Address of principal executive offices) (Zip Code)

Delaware	0-28674	13-3660391
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

767 Fifth Avenue, New York, NY 10153

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 702-4300

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) ¨ 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))

þ 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))

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 ¨

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~~INTRODUCTORY ~~1.01. Entry into a Material Definitive Agreement.~~NOTE

On June 28, 2018, Cadus Corporation, a Delaware corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”) to adopt the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Cadus Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and Starfire Holding Corporation, a Delaware corporation (“Parent”). On June 28, 2018, the Merger Agreement was approved by the requisite vote of the Company’s stockholders at the Special Meeting. Pursuant to the terms of the Merger Agreement, the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity after the merger, was consummated (the “Merger”) on June 28, 2018. As a result of the Merger, the Company is now a wholly-owned subsidiary of Parent.

OnItem ~~January~~2.01. ~~20,~~Completion ~~2018, Cadus Corporation (the “Company”) entered into an Agreement and Plan~~ of ~~Merger~~Acquisition ~~(the~~or ~~“Merger~~Disposition Agreement”), by and among the Company, Starfire Holding Corporation, a Delaware corporation (“Parent”), and Cadus Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of ~~Parent (“Merger Sub” and, together with Parent, the “Acquiring Parties”)~~Assets. ~~The Acquiring Parties are affiliates of Barberry Corp. and High River Limited Partnership, the Company’s controlling stockholders.~~

~~Pursuant~~The toinformation ~~the terms of the Merger Agreement, and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation~~ in the ~~merger~~Introductory ~~(the~~Note ~~“Merger”). At the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (a “Common Share”) that~~ is ~~issued~~hereby ~~and outstanding immediately~~incorporated ~~prior to the effective time of the Merger (other than issued and outstanding Common Shares that are owned~~ by (i) Parent, Merger Sub or any of their respective subsidiaries or affiliates other than the Company, (ii) the Company as treasury stock or any of its subsidiaries or (iii) stockholders that have perfected and not effectively withdrawn or lost their appraisal rights under Delaware law) will be automatically converted into the right to receive $1reference.61 per Common Share in cash (the “Per Share Merger Consideration”), without interest. The Merger and the Merger Agreement were unanimously approved by the Company’s Board of Directors, acting on the unanimous recommendation of a special committee of independent directors.

~~The~~At ~~Company~~the ~~has~~effective ~~made customary~~time ~~representations~~of ~~and~~the ~~warranties~~Merger to (the ~~Acquiring~~“Effective ~~Parties~~Time”), each inshare of the ~~Merger~~common ~~Agreement~~stock, ~~that~~par ~~expire~~value at$0.01 ~~the~~per ~~effective~~share, ~~time~~ of the ~~Merger.~~Company In (the ~~Merger~~“Common ~~Agreement,~~Shares”) issued and outstanding immediately prior to the ~~Company~~Effective ~~has~~Time ~~also~~was ~~agreed~~cancelled toand ~~certain~~each ~~customary~~such ~~covenants,~~share ~~including,~~of ~~among~~Common Stock (other ~~things, covenants~~than ~~regarding:~~ (i) ~~the~~shares ~~conduct~~that ofare ~~the~~owned by ~~business~~Parent, ofMerger ~~the~~Sub ~~Company~~or ~~and~~any ~~its~~of their respective subsidiaries ~~prior~~or toaffiliates (other than the ~~consummation~~Company or any of ~~the~~its ~~Merger;~~management)), (ii) shares owned by the ~~use~~Company ofor the Company’s ~~reasonable~~subsidiaries ~~best~~or ~~efforts~~(iii) toshares ~~cause~~held by any of the ~~Merger~~Company’s tostockholders that behave ~~consummated;~~perfected and not effectively withdrawn or lost their appraisal rights under Delaware law (~~iii~~the “Dissenting Shares”)) was ~~abstaining~~converted ~~from~~into ~~initiating~~the right to receive $1.61 in cash, ~~soliciting~~ without interest (the “Merger Consideration”), ~~providing~~less ~~information~~any orapplicable withholding ~~entering~~taxes. ~~into~~Following ~~discussions~~the ~~concerning~~consummation ~~alternative~~of ~~acquisition~~the ~~proposals~~Merger, ~~relating~~the Common Shares will cease to be quoted on the ~~Company,~~OTCQB Marketplace ~~except~~operated inby ~~limited~~the ~~circumstances~~OTC Markets Group, Inc. (“OTCQB”).

~~The~~Item ~~Company will call a special meeting of stockholders for the purpose of voting on the adoption of the Merger Agreement~~3.01. ~~The~~Notice ~~consummation~~ of ~~the~~Delisting ~~Merger is~~or ~~conditioned~~Failure onto ~~adoption~~Satisfy ~~of the Merger Agreement: (i) by the holders of~~ a ~~majority~~Continued ofListing ~~the~~Rule ~~outstanding~~or ~~Common Shares entitled to vote on the adoption of the Merger Agreement~~Standard; ~~and~~Transfer ~~(ii) by the holders~~ of ~~a majority of the outstanding Common Shares entitled to vote on the adoption of the Merger Agreement that are not beneficially owned by the Acquiring Parties or their affiliates~~Listing.

~~The~~In ~~consummation~~connection ~~of the~~with ~~Merger is also subject to certain other customary closing conditions, including (i)~~ the ~~absence of any law or order that is in effect and restrains, enjoins or otherwise prohibits the~~ consummation of the Merger, ~~(ii)~~ the ~~accuracy of the representations~~Common ~~and~~Shares ~~warranties~~will ofno ~~the~~longer ~~Acquiring~~be ~~Parties,~~quoted inon the ~~case~~OTCQB ~~of the Company,~~ and of the Company, inintends ~~the case of the Acquiring Parties, as contained in the Merger Agreement (subject~~ to ~~certain~~terminate ~~materiality qualifiers, as applicable), and (iii) compliance by~~ the ~~Acquiring Parties,~~registration ~~in the case~~ of the ~~Company,~~Common ~~and~~Shares ~~by the Company, in the case of the Acquiring Parties, in all material respects with its or their obligations required to be performed by it or them~~ under ~~the Merger Agreement on or prior to the closing date of the Merger.~~Section ~~Also,~~12 ~~the obligation~~ of the ~~Acquiring~~Exchange ~~Parties~~Act ~~to consummate the Merger is subject to the absence~~ of ~~any~~1934, ~~Material Adverse Effect (~~as ~~defined~~amended, inand ~~the~~as ~~Merger~~a ~~Agreement)~~result, ~~with respect to~~ the Company ~~from~~will ~~the~~no ~~date~~longer offile ~~the~~reports ~~Merger~~with ~~Agreement to~~ the ~~closing date of the Merger~~SEC.

1Item 3.03. Material Modification to Rights of Security Holders.

The ~~Acquiring~~information ~~Parties have~~in ~~informed~~Item 2.01 ~~the~~and ~~Company that they intend to fund the payment of the aggregate Per Share Merger Consideration with cash on hand~~3. ~~The~~01 ~~Merger~~ is ~~not~~incorporated ~~subject~~by reference ~~to a financing condition~~herein.

~~The~~At ~~Merger~~the ~~Agreement~~Effective Time, the Company’s stockholders immediately ~~contains~~before ~~certain~~the ~~customary~~Effective ~~termination~~Time ceased to have any rights ~~for~~as ~~both~~stockholders in the Company, ~~and~~other ~~Parent~~than their right to receive the Merger Consideration or, with respect to stockholders holding Dissenting Shares, appraisal rights.

~~The~~Item representations, warranties, covenants and agreements of each of the Company, Parent and Merger Sub contained in the Merger Agreement have been made solely for the benefit of the parties to the Merger Agreement5.01. InChanges ~~addition, such representations, warranties, covenants and agreements (i) have been made only for purposes of the Merger Agreement, (ii)~~ in ~~the~~Control ~~case~~ of the Company, have been qualified by certain matters disclosed in certain of the Company’s filings with the Securities and Exchange Commission (“SEC”), (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included as an exhibit to this Current Report on Form 8-K only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties or any of their subsidiaries or affiliates. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that the Company files with the SEC.Registrant

~~The~~Pursuant ~~foregoing~~to ~~description~~ the terms of the Merger Agreement, isthe ~~only~~Merger awas completed ~~summary~~on June 28, ~~does~~2018, ~~not~~upon ~~purport~~the tofiling beof ~~complete~~a ~~and~~Certificate isof ~~qualified~~Merger inwith ~~its~~the ~~entirety~~Secretary byof ~~reference~~State toof the ~~full~~ ~~text~~State of ~~the~~Delaware, at which time Merger ~~Agreement~~Sub was merged with and into the Company, ~~which~~with isthe ~~filed~~Company continuing as ~~Exhibit~~the 2surviving entity after the Merger.1 As ~~hereto~~a ~~and~~result ~~incorporated~~of ~~herein~~the byMerger, ~~reference~~the Company is now a wholly-owned subsidiary of Parent.

~~Item~~The ~~8.01.~~aggregate ~~Other~~consideration ~~Events~~paid in connection with the Merger was approximately $13,626,078, which consideration was funded with cash on hand from Parent.

OnThe ~~January~~foregoing ~~22,~~summary ~~2018,~~ of the ~~Company~~Merger ~~issued~~is anot ~~press~~complete ~~release~~and ~~announcing~~is ~~the~~qualified in ~~execution~~its ofentirety by reference to the Merger Agreement., ~~The~~a ~~Company’s~~copy ~~press~~of ~~release~~which is attached hereto as Exhibit 992.1 and is incorporated herein by reference.

~~Additional~~Item ~~Information~~5.02. ~~and~~Departure ~~Where~~of toDirectors ~~Find~~or ItCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with completion of the Merger, ~~the~~each ~~Company~~of ~~plans~~Peter ~~to file with the SEC and mail to its stockholders a proxy statement and other relevant materials~~S. ~~The proxy statement will contain important information about the Company~~ Liebert, ~~the acquiror~~M.D., ~~the~~Tara ~~proposed~~Elias ~~acquisition~~ Schuchts and ~~related~~Jack ~~matters~~G. ~~INVESTORS~~Wasserman ~~AND~~resigned ~~SECURITY~~from ~~HOLDERS~~his ~~ARE~~or ~~URGED~~her TOrespective ~~READ~~position ~~THE~~as ~~PROXY~~a ~~STATEMENT~~member ~~CAREFULLY~~of ~~WHEN~~the ~~IT IS AVAILABLE AND~~Company’s ~~THE~~board ~~OTHER~~of ~~RELEVANT~~directors ~~MATERIALS~~(the ~~FILED~~“Board”), ~~BY THE COMPANY WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors~~ and ~~security~~ ~~holders~~any ~~will~~committee bethereof, ~~able~~effective toas ~~obtain free copies~~ of the ~~proxy~~Effective ~~statement~~Time ~~and~~on ~~other~~June ~~relevant~~28, ~~materials filed with the SEC by the Company through the website maintained by the SEC at www~~2018.~~sec.gov~~ ~~or by directing a written request to the Company’s~~Also ~~legal~~on ~~counsel~~June ~~at Morrison Cohen LLP~~28, ~~Attention: Matthew Manuelian~~2018, ~~909~~following ~~Third~~the ~~Avenue,~~Effective ~~New York~~Time, ~~New~~SungHwan ~~York~~Cho ~~10022, or by telephone at (212) 735-8654. In addition, investors~~ and ~~security~~Keith ~~holders~~Cozza ~~will~~were beelected ~~able~~ to ~~obtain free copies of~~ the ~~documents filed with the SEC on the Company’s website at www~~Board.~~caduscorp.com.~~

2In connection with completion of the Merger, David Blitz resigned from the offices of Treasurer and Secretary of the Company, effective as of the Effective Time on June 28, 2018. Also on June 28, 2018, following the Effective Time, Keith Cozza was appointed Vice President and Secretary of the Company.

~~Participants~~Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in ~~the~~Fiscal ~~Solicitation~~Year.

~~The~~At ~~Company~~the ~~and~~Effective ~~its directors~~Time, ~~executive officers and other members of its management may be deemed to be “participants” in~~ the ~~solicitation of proxies from the~~ Company’s ~~stockholders~~amended ~~in connection with the Merger. Investors~~ and ~~stockholders~~restated ~~may obtain more detailed~~its ~~information~~certificate ~~regarding~~of ~~the~~incorporation ~~direct~~ and ~~indirect~~its ~~interests,~~bylaws. byCopies ~~security holdings or otherwise, in the Merger~~ of ~~persons who may, under~~ the ~~rules of the SEC, be considered participants in the solicitation of the~~ Company’s ~~stockholders~~amended inand ~~connection~~restated ~~with~~certificate ~~the Merger~~of byincorporation ~~reading~~and amended ~~the proxy statement~~ and ~~the~~restated ~~other~~bylaws ~~relevant~~are ~~materials~~attached ~~filed~~hereto ~~with~~as ~~the~~Exhibit ~~SEC by the Company~~3.1 ~~Information about the Company’s directors~~ and ~~executive~~Exhibit ~~officers may also be found in the Company’s definitive proxy statement for its most recent annual meeting of stockholders~~3.2, ~~filed with the SEC on April 12~~respectively, ~~2017.~~and ~~These~~incorporated ~~documents will be available free of charge once~~herein ~~available at the SEC’s website at www.sec.gov or~~ by ~~directing a request to the Company as provided above~~reference.

~~Forward-Looking~~Item ~~Statements~~5.07. Submission of Matters to a Vote of Security Holders.

~~Any~~On ~~statements~~June ~~in this Current Report on Form 8-K about future events~~28, ~~expectations~~2018, ~~plans or prospects for~~ the Company, orheld ~~about~~ the ~~Company’s future~~Special ~~expectations,~~Meeting ~~beliefs,~~to ~~goals, plans or prospects, constitute forward-looking statements within the meaning of Section 21E~~adopt of the ~~Securities~~previously ~~Exchange~~disclosed ~~Act~~Merger ~~of 1934, as amended~~Agreement. ~~All~~Stockholders ~~statements~~of ~~other~~Common ~~than~~Shares ~~statements~~as of ~~historical~~May ~~fact~~15, ~~including~~2018 ~~statements containing~~ (the ~~words~~ “~~will,”~~Record ~~“believes,~~Date”) ~~“plans,” “anticipates,” “expects,”~~had ~~“estimates”~~one ~~and~~vote ~~similar~~for ~~expressions,~~each ~~are~~Common ~~forward-looking~~Share ~~statements.~~owned ~~A number of important factors could cause actual results or events to differ materially from those indicated~~ by such ~~forward-looking~~stockholder ~~statements,~~as ~~including, but not limited to: (1) the conditions to the completion~~ of the ~~Merger,~~close including the required approval by the Company’s stockholders, may not be satisfied on the terms expected or on the anticipated schedule; (2) the parties’ ability to meet expectations regarding the timing and completion of the Merger; (3) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (4) the effect of the announcement or pendency of the Merger on our business relationships, operating results, and business generally; (5) risks that the proposed merger disrupts the Company’s current plans and operations; (6) risks related to diverting management’s attention from the Company’s ongoing business operations; (7) the outcome of any legal proceedings that may be instituted against the Company related to the Merger or the Merger Agreement; (8) the amount of the costs, fees, expenses and other charges related to the Merger; and (9) other factors discussed from time to time in our reports filed with the SEC, including the factors discussed in Item 1A of the Company’s 2017 Annual Report on ~~Form 10-K as filed with~~ the ~~SEC~~Record ~~on March 31, 2017 and subsequent SEC filings, which are available at http://www~~Date.sec.gov. The Company assumes no obligation to update the information in this Current Report on Form 8-K, except as otherwise required by law. Readers are cautioned not to place undue reliance on forward-looking statements.

3Pursuant to the terms of applicable law and the Merger Agreement, the approval of the Merger and adoption of the Merger Agreement required the affirmative vote of both (i) the holders of a majority of the outstanding Common Shares entitled to vote on the adoption of the Merger Agreement (the “Stockholder Vote”) and (ii) the holders of a majority of the outstanding Common Shares entitled to vote on the adoption of the Merger Agreement that were not beneficially owned by Parent, Merger Sub or their affiliates (the “Unaffiliated Stockholder Vote”).

~~Item~~According 9to the preliminary report of the inspector of elections, at the Special Meeting, the Merger was approved and the Merger Agreement was adopted by the requisite vote of the stockholders of the Company.01 The Merger was approved and the Merger Agreement was adopted by approximately 86.36% of ~~Financial~~the ~~Statements~~aggregate voting power of the outstanding shares of the Company’s common stock, and ~~Exhibits~~by holders of approximately 57.63% of the shares of the Company’s common stock not beneficially owned by Parent, Merger Sub or their affiliates. A second proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies, was not needed because there were sufficient votes to approve the proposal to adopt the Merger Agreement.

~~Exhibit~~A ~~No.~~preliminary ~~Description~~tally of the votes for the Stockholder Vote is as follows:

2.1* Agreement and Plan of Merger, dated as of January 20, 2018, by and among Cadus Corporation, Starfire Holding Corporation and Cadus Merger Sub LLC

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
22,702,084		6,784		1,303		N/A

~~99.1~~A ~~Press~~preliminary ~~Release~~tally of ~~Cadus~~the ~~Corporation,~~votes ~~dated~~for the asUnaffiliated ofStockholder ~~January~~Vote ~~22,~~is ~~2018~~as follows:

* Exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
4,877,406		6,784		1,303		N/A

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~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.~~Exhibits

	CADUS CORPORATION
Exhibit No.		Description
	(Registrant)
2.1		Agreement and Plan of Merger, dated as of January 20, 2018, by and among Cadus Corporation, Starfire Holding Corporation and Cadus Merger Sub LLC (incorporated herein by reference to Exhibit 2.1 to Form 8-K of Cadus Corporation, filed with the Securities and Exchange Commission on January 22, 2018).
Date: January 22, 2018
3.1		Second Amended and Restated Certificate of Incorporation of Cadus Corporation.
	By:	/s/ Hunter C. Gary
3.2		Amended and Restated Bylaws of Cadus Corporation.
		Name: Hunter C. Gary
		Title: President and Chief Executive Officer

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.

	Cadus Corporation


Date: June 28, 2018	By:	/s/ Hunter C. Gary
		Name: Hunter C. Gary
		Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of January 20, 2018, by and among Cadus Corporation, Starfire Holding Corporation and Cadus Merger Sub LLC (incorporated herein by reference to Exhibit 2.1 to Form 8-K of Cadus Corporation, filed with the Securities and Exchange Commission on January 22, 2018).

3.1		Second Amended and Restated Certificate of Incorporation of Cadus Corporation.

3.2		Amended and Restated Bylaws of Cadus Corporation.

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