BIOSPECIFICS TECHNOLOGIES CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-02: Form 8-K; Period of report 2020-12-02; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2020-11-09: Form 8-K; Period of report 2020-11-09; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2020-10-19: Form 8-K; Period of report 2020-10-19; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
- 2020-09-14: Form 8-K; Period of report 2020-09-14; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-02 | 8-K | 2020-12-02 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 As previously disclosed, on October 19, 2020, BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Endo International plc, a public limited liability company incorporated in Ireland (“Parent”), and Beta Acquisition Corp., a Delaware corporation and wholly-owned indirect subsidiary of Parent (“Purchaser”). 3.01 In connection with the consummation of the transactions described in Item 2.01 of this Current Report on Form 8-K, which are incorporated by reference herein, the Company notified The Nasdaq Global Market (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq (i) halt trading in the Company Shares, (ii) suspend trading of and delist the Company Shares and (iii) file with the SEC a notification of removal from listing and/or registration on Form 25 to effect the delisting of the Company Shares from Nasdaq and the deregistration of the Company Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 Pursuant to the terms of the Merger Agreement, at the Effective Time, each of the officers and directors of the Company tendered their resignation as an officer and/or director of the Company and its subsidiary, as applicable. 5.03 Pursuant to the Merger Agreement, as of the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety to be in the form set forth in Annex B to the Merger Agreement, the text of which amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. 8.01 On December 2, 2020, the Company issued a press release announcing the completion of the Offer and the Merger. | d294149d8k.htm |
| 2020-11-09 | 8-K | 2020-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2020, the Company announced its financial and operating results for the fiscal quarter ended September 30, 2020. | d798228d8k.htm |
| 2020-10-19 | 8-K | 2020-10-19 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 The disclosure set forth under “Item 1.01 Entry into a Material Definitive Agreement —Amendment to Rights Agreement” is hereby incorporated by reference in this Item 3.03. 5.02 On October 16, 2020, in connection with approving the Merger Agreement, the Board, effective upon the execution of the Merger Agreement, approved the grant of cash bonuses in the aggregate amount of $2,612,000 (the “Transactional Bonuses”) to certain executive officers, employees, and non-employee directors of the Company. 8.01 On October 19, 2020, the Company issued a press release announcing the execution of the Merger Agreement. | d79654d8k.htm |
| 2020-09-14 | 8-K | 2020-09-14 | 7.01 Regulation FD Disclosure | 7.01 Beginning September 14, 2020, officers and representatives of the Company will present to various investors and stockholders using the presentation materials furnished as Exhibit 99.1 hereto and which are incorporated herein by reference. | d79867d8k.htm |
| 2020-08-31 | 8-K | 2020-08-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 31, 2020, the Company entered into an At-The-Market Equity Offering Sales Agreement (the “Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Oppenheimer & Co. Inc. (“Oppenheimer” and, together with Stifel, the “Agents”), pursuant to which the Company may issue and sell, from time to time, at its option, shares of its common stock, $0.001 par value per share, having an aggregate offering price of up to $75,000,000 (the “Shares”) through the Agents, as its sales agents. | d90221d8k.htm |
| 2020-08-11 | 8-K | 2020-08-11 | 7.01 Regulation FD Disclosure | 7.01 Beginning August 11, 2020, officers and representatives of the Company will present to various investors and stockholders using the presentation materials furnished as Exhibit 99.1 hereto and which are incorporated herein by reference. | d921712d8k.htm |
| 2020-08-10 | 8-K | 2020-08-10 | 2.02 Results of Operations and Financial Condition | 2.02 On August 10, 2020, the Company announced its financial and operating results for the fiscal quarter ended June 30, 2020. | d19498d8k.htm |
| 2020-07-20 | 8-K | 2020-07-20 | 7.01 Regulation FD Disclosure | 7.01 On July 20, 2020, the Company issued a press release announcing the appointment of Alex Monteith as Senior Vice President and Chief Business Officer. | d95765d8k.htm |
| 2020-07-14 | 8-K | 2020-07-14 | 7.01 Regulation FD Disclosure | 7.01 Beginning July 14, 2020, officers and representatives of the Company will present to various investors and stockholders using the presentation materials furnished as Exhibit 99.1 hereto and which are incorporated herein by reference. | d913721d8k.htm |
| 2020-06-15 | 8-K | 2020-06-12 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On June 12, 2020, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Charter Amendment”) to increase the number of authorized shares of the Company’s common stock from 10,000,000 shares to 15,000,000 shares. 5.07 The 2020 annual meeting of stockholders of the Company (the “2020 Annual Meeting”) was held on June 12, 2020 via remote communication. | d944358d8k.htm |
| 2020-06-12 | 8-K | 2020-06-12 | 7.01 Regulation FD Disclosure | 7.01 Beginning June 12, 2020, officers and representatives of the Company will present to various investors and stockholders using the presentation materials furnished as Exhibit 99.1 hereto and which are incorporated herein by reference. | d939280d8k.htm |
| 2020-06-08 | 8-K | 2020-06-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 7, 2020, the Company filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting the appointment of Mr. Patrick Hutchison as the Chief Financial Officer of the Company on a part-time basis. | d940686d8k.htm |
| 2020-05-11 | 8-K | 2020-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2020, the Company announced its financial and operating results for the fiscal quarter ended March 31, 2020. | d895033d8k.htm |
| 2020-05-11 | 8-K | 2020-05-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 9, 2020, the Company filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting the appointment of Mr. Joseph Truitt as the Interim Chief Executive Officer of the Company and as a Class I member of the Board of Directors of the Company (the “Board”), effective as of April 6, 2020. | d897341d8k.htm |
| 2020-04-10 | 8-K | 2020-04-10 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.03 In connection with the adoption of the Rights Agreement described in Item 1.01 above, on April 10, 2020, the Board approved the Series C Certificate of Designation. 8.01 On April 10, 2020, the Company issued a press release announcing that the Board had approved and adopted the Rights Agreement and declared the dividend of the Rights. | d825760d8k.htm |
| 2020-04-09 | 8-K | 2020-04-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 9, 2020, the Company announced that the Board of Directors (the “Board”) of the Company appointed Mr. Joseph Truitt as the Interim Chief Executive Officer of the Company and as a Class I member of the Board, effective as of April 6, 2020 (the “Effective Date”). | d896120d8k.htm |
| 2020-03-23 | 8-K | 2020-03-23 | 7.01 Regulation FD Disclosure | 7.01 On March 23, 2020, the Company updated the Corporate Presentation slides on its website. | form8k.htm |
| 2020-03-16 | 8-K | 2020-03-16 | 2.02 Results of Operations and Financial Condition | 2.02 On March 16, 2020, the Company announced its financial and operating results for the fiscal quarter and full year ended December 31, 2019. | d893780d8k.htm |
| 2020-01-13 | 8-K | 2020-01-13 | 7.01 Regulation FD Disclosure | 7.01 During the week of January 13, 2020, the Company will attend and partake in the J.P. Morgan 38th Annual Healthcare Conference held in San Francisco, California (the “Conference”). | d868779d8k.htm |
| 2020-01-07 | 8-K | 2020-01-06 | 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.02 As described in greater detail below in Item 8.01, the Company announced that it will be relocating its headquarters to Wilmington, Delaware (the “Relocation”). 5.02 The Board of Directors of the Company (the “Board”) approved the appointment of Mr. Patrick C. Hutchison as Chief Financial Officer of the Company, effective as of January 6, 2020 (the “Effective Date”). 8.01 Since becoming a public company, the Company’s headquarters and principal executive office has been located at 35 Wilbur Street, Lynbrook, New York 11563 (the “Lynbrook Location”). | d861231d8k.htm |