JUNIPER PHARMACEUTICALS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-08-14: Form 8-K; Period of report 2018-08-14; 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.
- 2018-08-09: Form 8-K; Period of report 2018-08-09; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2018-07-03: Form 8-K; Period of report 2018-07-02; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2018-05-10: Form 8-K; Period of report 2018-05-10; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-08-14 | 8-K | 2018-08-14 | 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 The Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City time, at the end of August 13, 2018 (such date and time, the “Expiration Time”). 3.01 In connection with the closing of the Merger, the Company (i) notified the NASDAQ Global Market (“NASDAQ”) on August 14, 2018 that the Merger was consummated and (ii) requested that NASDAQ (x) halt trading in the Shares for August 14, 2018 and suspend trading of the Shares effective August 14, 2018 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). 3.03 The information disclosed under Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on August 14, 2018, a change in control of the Company occurred and the Company is now a wholly owned subsidiary of Catalent. 5.02 Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each of Dr. Cristina Csimma, James A. Geraghty, Jennifer Good, Dr. Mary Ann Gray, Ann Merifield, Richard Messina, Dr. Nikin Patel and Alicia Secor ceased to be members of the Company’s board of directors or any committee thereof, (ii) Steven L. Fasman and Michael Grippo became the sole members of the Company’s board of directors, and (iii) the Company’s officers immediately prior to the Effective Time became the officers of the surviving corporation of the Merger. 5.03 At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. 8.01 On August 14, 2018, the Company and Catalent issued a joint press release relating to the expiration of the Offer and the consummation of the Merger. | d583973d8k.htm |
| 2018-08-09 | 8-K | 2018-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2018, Juniper Pharmaceuticals, Inc. (the “Company”), issued a press release announcing the financial results for the three-month period ended June 30, 2018, entitled “Juniper Pharmaceuticals Reports Second Quarter 2018 Financial and Operating Results” (the “Press Release”). | d598196d8k.htm |
| 2018-07-03 | 8-K | 2018-07-02 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On July 2, 2018, Juniper Pharmaceuticals, Inc., a Delaware corporation (“Juniper” or the “Company”), Catalent Pharma Solutions, Inc., a Delaware corporation (“Catalent”), and Catalent Boston, Inc., a Delaware corporation and a wholly owned subsidiary of Catalent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). 5.03 On July 2, 2018, the board of directors of the Company approved an amendment to the Company’s bylaws to explicitly provide that the Court of Chancery of the State of Delaware (or, in case such court does not have jurisdiction, the Federal District Court for the District of Delaware or other competent state court of the State of Delaware) will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the certificate of incorporation or bylaws, or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine. 8.01 On July 3, 2018, the Company issued a press release announcing its entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. | d674537d8k.htm |
| 2018-05-10 | 8-K | 2018-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2018, Juniper Pharmaceuticals, Inc. (the “Company”), issued a press release announcing the financial results for the three-month period ended March 31, 2018, entitled “Juniper Pharmaceuticals Reports First Quarter 2018 Financial and Operating Results” (the “Press Release”). | d582054d8k.htm |
| 2018-04-25 | 8-K | 2018-04-24 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On April 24, 2018, Juniper Pharmaceuticals, Inc. (the “Company”) entered into an Exclusive License Agreement (the “License Agreement”) with Daré Bioscience, Inc. (the “Licensee”) pursuant to which the Company granted the Licensee (a) an exclusive worldwide license under certain patent rights (i) owned by the Company and (ii) exclusively licensed to the Company under that certain License Agreement, dated as of March 25, 2015, by and between the Company and The General Hospital Corporation (“MGH”), as amended, to make, have made, use, have used, sell, have sold, import and have imported products and processes; and (b) a non-exclusive worldwide license under certain technological information owned by the Company to make, have made, use, have used, sell, have sold, import and have imported products and processes. 7.01 On April 25, 2018, the Company issued a press release related to the License Agreement. | d418133d8k.htm |
| 2018-03-21 | 8-K | 2018-03-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 19, 2018, the Board of Directors (the “Board”) of the Company appointed Richard Messina to the Board, effective March 19, 2018. | d545288d8k.htm |
| 2018-03-08 | 8-K | 2018-03-08 | 2.02 Results of Operations and Financial Condition; 5.08 Shareholder Director Nominations | 2.02 On March 8, 2018, Juniper Pharmaceuticals, Inc. (the “Company”), issued a press release announcing the financial results for the three-month and twelve-month periods ended December 31, 2017, entitled “Juniper Pharmaceuticals Reports Full-Year 2017 Financial and Operating Results” (the “Press Release”). 5.08 On January 31, 2018, the Company announced that it had retained Rothschild as its independent financial advisor and was exploring strategic alternatives. | d535640d8k.htm |
| 2018-02-05 | 8-K | 2018-01-31 | 8.01 Other Events | 8.01 On January 31, 2018, the Company issued a press release announcing its exploration of strategic alternatives. | d537334d8k.htm |
| 2018-01-08 | 8-K | 2018-01-07 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On January 7, 2018, Juniper Pharmaceuticals, Inc. (the “Company”) entered into a new supply agreement (the “New Supply Agreement”) with Ares Trading S.A. (an affiliate of Merck KGaA) for the sale of CRINONE (progesterone vaginal gel containing progesterone in a concentration of 8.0%) in all territories outside the United States during the period commencing after the expiration of the existing supply agreement (which now expires on June 30, 2020) through December 31, 2024. 7.01 On January 8, 2018, the Company issued a press release related to the New Supply Agreement. | d520645d8k.htm |