ChemoCentryx, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-10-20: Form 8-K; Period of report 2022-10-20; Description 1.02 Termination of a Material Definitive Agreement; 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; 7.01 Regulation FD Disclosure; Details 1.02.
- 2022-10-18: Form 8-K; Period of report 2022-10-18; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2022-09-20: Form 8-K; Period of report 2022-09-19; Description 8.01 Other Events; Details 8.01.
- 2022-08-04: Form 8-K; Period of report 2022-08-03; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-10-20 | 8-K | 2022-10-20 | 1.02 Termination of a Material Definitive Agreement; 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; 7.01 Regulation FD Disclosure | 1.02 On October 20, 2022, in connection with the completion of the Merger (as defined below), ChemoCentryx, Inc., a Delaware corporation (“ChemoCentryx”) prepaid in full all amounts owing and terminated all lending commitments under the Amended and Restated Loan and Security Agreement, dated as of January 8, 2020, among ChemoCentryx, the subsidiaries of ChemoCentryx party thereto as borrowers and Hercules Capital, Inc. as lender and agent (as supplemented, amended or otherwise modified from time to time, the “Loan Agreement”). 2.01 On October 20, 2022, ChemoCentryx completed its merger with Carnation Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Amgen Inc., a Delaware corporation (“Amgen”), whereby Merger Sub merged with and into ChemoCentryx, with ChemoCentryx continuing as the surviving corporation and a wholly owned subsidiary of Amgen (the “Merger”). 3.01 On October 20, 2022, in connection with the Merger, ChemoCentryx notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been completed, and requested that trading of shares of ChemoCentryx Common Stock on Nasdaq be halted prior to the opening of trading on October 20, 2022 and suspended at the close of trading on October 20, 2022. 3.03 The information set forth in Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03. 5.01 As a result of the Merger, a change of control of ChemoCentryx occurred and Amgen became the sole stockholder of ChemoCentryx. 5.02 The information set forth in Item 2.01 is incorporated by reference into this Item 5.02. 5.03 The information set forth in Item 2.01 is incorporated by reference into this Item 5.03. 7.01 On October 20, 2022, Amgen issued a press release announcing the completion of the Merger (the “Press Release”), a copy of which is filed herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01. | d414697d8k.htm |
| 2022-10-18 | 8-K | 2022-10-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At a special meeting (the “Special Meeting”) of stockholders held on October 18, 2022, the stockholders of ChemoCentryx, Inc. (the “Company” or “ChemoCentryx”) voted on the proposals set forth below. | d361159d8k.htm |
| 2022-09-20 | 8-K | 2022-09-19 | 8.01 Other Events | 8.01 As previously disclosed, on August 3, 2022, ChemoCentryx, Inc., a Delaware corporation (“ChemoCentryx”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among ChemoCentryx, Amgen Inc., a Delaware corporation (“Amgen”), and Carnation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Amgen (“Merger Sub”), pursuant to and subject to the terms and conditions of which Merger Sub will be merged with and into ChemoCentryx (the “Merger”), with ChemoCentryx surviving the Merger as a wholly owned subsidiary of Amgen. | d368007d8k.htm |
| 2022-08-04 | 8-K | 2022-08-03 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On August 3, 2022, ChemoCentryx, Inc., a Delaware corporation (“ChemoCentryx”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) among ChemoCentryx, Amgen Inc., a Delaware corporation (“Amgen”), and Carnation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Amgen (“Merger Sub”), pursuant to and subject to the terms and conditions of which Merger Sub will be merged with and into ChemoCentryx, with ChemoCentryx surviving the merger as a wholly owned subsidiary of Amgen (the “Merger”). 7.01 On August 4, 2022, ChemoCentryx and Amgen issued a joint press release announcing the entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this report and incorporated into this Item 7.01 by reference. | d391452d8k.htm |
| 2022-07-05 | 8-K | 2022-06-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 Effective as of June 28, 2022, the Board of Directors (the “Board”) of ChemoCentryx, Inc. (the “Company”) increased the size of the Board from eight to nine members, and upon the recommendation of the Nominating and Corporate Governance Committee and pursuant to the bylaws of the Company appointed Jennifer L. Herron, age 52, as an independent director. 7.01 On July 5, 2022, the Company issued a press release announcing changes to the composition of its Board of Directors. | d357275d8k.htm |
| 2022-06-09 | 8-K | 2022-06-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of June 6, 2022, Yi Ching Yau, age 46, has been appointed Senior Vice President, Finance and Principal Accounting Officer of ChemoCentryx, Inc. (the “Company”). | d364666d8k.htm |
| 2022-06-01 | 8-K | 2022-05-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.02 Effective as of May 26, 2022, upon the recommendation of the Nominating and Corporate Governance Committee and the approval of the stockholders at the annual meeting of stockholders of ChemoCentryx, Inc. (the “Company”), David E. Wheadon, M.D., age 64, was elected to the Board of Directors (the “Board”) of the Company as an independent director. 5.07 The Company held its annual meeting of stockholders on May 26, 2022. 7.01 On May 31, 2022, the Company issued a press release announcing changes to the composition of its Board of Directors. | d335153d8k.htm |
| 2022-05-05 | 8-K | 2022-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2022, ChemoCentryx, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2022. | d228500d8k.htm |
| 2022-05-03 | 8-K | 2022-05-03 | 8.01 Other Events | 8.01 ChemoCentryx, Inc, (the “Company”) previously announced that the $45.0 million non-refundable milestone payment received in the first quarter of 2022 in connection with the TAVENOS approval in the European Union will be recognized as collaboration revenue under accounting guidelines, including ASC606. | d340901d8k.htm |
| 2022-03-01 | 8-K | 2022-03-01 | 2.02 Results of Operations and Financial Condition | 2.02 On March 1, 2022, ChemoCentryx, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2021. | d155708d8k.htm |
| 2022-02-28 | 8-K | 2022-02-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 22, 2022, the Compensation Committee (the “Committee”) of the Board of Directors of ChemoCentryx, Inc. (the “Company”) approved an increase to the base salaries to be paid to the named executive officers listed below (the “NEOs”), effective January 1, 2022 in the amount of 4% to Thomas Schall, Tausif Butt, Susan Kanaya and Markus Cappel and 1% to Rita Jain (reflecting proration based upon her October 5, 2021 start date as Chief Medical Officer). | d254354d8k.htm |