MYREXIS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-04-29: Form 8-K; Period of report 2013-04-26; Description 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 3.03.
- 2013-04-18: Form 8-K; Period of report 2013-04-18; Description 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 8.01.
- 2013-03-05: Form 8-K; Period of report 2013-02-27; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2013-02-28: Form 8-K; Period of report 2013-02-28; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-04-29 | 8-K | 2013-04-26 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 3.03 On April 29, 2013, Myrexis, Inc. (the “Company”) filed an amendment to its Certificate of Incorporation (the “Protective Amendment”) with the Secretary of State of the State of Delaware that restricts certain transfers of the Company’s common stock in order to preserve the tax treatment of the Company’s net operating losses and other tax benefits. 5.03 The information in Item 3.03 above regarding the Protective Amendment is incorporated herein by reference into this Item 5.03. 5.07 The Company held its 2012 Annual Meeting of Stockholders on April 26, 2013. | form8k09207_04262013.htm |
| 2013-04-18 | 8-K | 2013-04-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 8.01 As previously disclosed, on January 22, 2013 the Board declared a special cash distribution to stockholders in the amount of $2.86 per share (the “Dividend”). | form8k09207_04182013.htm |
| 2013-03-05 | 8-K | 2013-02-27 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 3.02 The information in Item 1.01 above regarding the Stock Purchase Agreement is incorporated herein by reference. 5.02 Effective March 1, 2013, Jonathan M. Couchman was appointed Chief Financial Officer of the Company. | form8k09207_02272013.htm |
| 2013-02-28 | 8-K | 2013-02-28 | 8.01 Other Events | 8.01 The Board of Directors (the “Board”) of Myrexis, Inc. (the “Company”) has established Friday, April 26, 2013 as the date for the Company’s 2012 annual meeting of stockholders (the “Annual Meeting”). | form8k09207_02282013.htm |
| 2013-02-20 | 8-K | 2013-02-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) Effective February 13, 2013, the Board of Directors (the “Board”) of Myrexis, Inc. (the “Company”) appointed Steven D. Scheiwe and Michael C. Pearce to the Board. | form8k09207_02132013.htm |
| 2013-02-08 | 8-K | 2013-02-04 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On February 4, 2013, Myrexis, Inc. (the “Company”) was notified by its independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”), that upon completion of Ernst & Young’s review of the Company’s unaudited interim condensed consolidated financial statements as of December 31, 2012 and for the three and six month periods ended December 31, 2012 and 2011, Ernst & Young will resign as the Company’s independent registered public accounting firm. | form8k09207_02042013.htm |
| 2013-01-28 | 8-K | 2013-01-22 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 3.01 On January 23, 2013, Myrexis, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC informing the Company that the Nasdaq Staff has determined to utilize its discretionary authority and initiate proceedings to delist the Company’s securities from The Nasdaq Stock Market. 5.02 (c) & (d) On January 22, 2013, the Company’s Board of Directors (the “Board”) appointed Jonathan M. Couchman as a Class II director and as President and Chief Executive Officer, effective at 11:59 pm Eastern time on January 22, 2013. 8.01 On January 22, 2013, the Board declared a special cash distribution to shareholders in the amount of $2.86 per share (the “Dividend”). | form8k09073_01222013.htm |
| 2012-12-21 | 8-K | 2012-12-21 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On December 21, 2012, David W. Gryska informed Myrexis of his resignation as Acting President and Chief Executive Officer, Chief Operating Officer and member of the Board of Directors, effective December 24, 2012. | d458569d8k.htm |
| 2012-11-09 | 8-K | 2012-11-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 In connection with the proposed Dissolution, on November 9, 2012, the Board, based on the recommendation of the Compensation Committee and subject to shareholder approval of the Dissolution, approved modifications of certain equity awards held by Andrea Kendell, the Company’s Chief Financial Officer, as well as compensation arrangements with Ms. Kendell following the Dissolution in order to incentivize her to continue her services with the Company during the Dissolution process, the material terms of which are summarized below. 8.01 On November 9, 2012, the Company’s Board of Directors unanimously approved the dissolution and liquidation of the Company pursuant to the Plan of Dissolution, subject to shareholder approval. | d437347d8k.htm |
| 2012-08-21 | 8-K | 2012-08-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On August 15, 2012, Myrexis, Inc. (“Myrexis”) announced the death of Richard B. Brewer, its President and Chief Executive Officer and a member of the Board of Directors. 8.01 On August 15, 2012, Myrexis issued a press release announcing the death of Richard B. Brewer, its President and Chief Executive Officer and a member of the Board of Directors, and the appointment of David W. Gryska as acting Chief Executive Officer. | d401012d8k.htm |
| 2012-08-10 | 8-K | 2012-08-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into Material Definitive Agreements. | d394599d8k.htm |
| 2012-05-11 | 8-K | 2012-05-07 | 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 On May 11, 2012, Myrexis, Inc. (“Myrexis”) announced a new executive management team, appointing Richard B. Brewer as President and Chief Executive Officer and as a member of the Board of Directors and David W. Gryska as Chief Operating Officer and as a member of the Board of Directors. 7.01 On May 11, 2012, Myrexis issued a press release announcing the management changes described above. | d351474d8k.htm |
| 2012-03-30 | 8-K | 2012-03-29 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of 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. 1.02 On March 29, 2012, the Board of Directors (the “Board”) of Myrexis, Inc. (the “Company”) adopted, and the Company entered into, an amendment (the “Amendment”) to the Company’s Shareholder Rights Agreement, dated June 30, 2009 (the “Original Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC (“AST”), as Rights Agent. 3.03 Please see the disclosure set forth under Items 1.01, 1.02 and 5.03 of this Current Report on Form 8-K, which is incorporated by reference into this Item 3.03. 5.03 In connection with the termination of the rights under the Original Rights Agreement and the adoption of the Rights Agreement described in Items 1.01 and 1.02 above, the Board adopted an Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). 8.01 On March 30, 2012, the Company issued a press release announcing the adoption of the Rights Agreement and the expiration of the rights under the Original Rights Agreement. | d327967d8k.htm |
| 2012-03-01 | 8-K/A | 2012-02-12 | 2.05 Costs Associated with Exit or Disposal Activities; 8.01 Other Events | 2.05 In connection with the Company’s previous announcement on February 15, 2012, that it has determined to suspend further development on its pre-clinical and clinical programs, on March 1, 2012, the Company issued a press release announcing a resource alignment including a reduction in force. 8.01 On March 1, 2012, the Company issued a press release announcing the resource alignment described in Item 2.05 of this report. | d310402d8ka.htm |
| 2012-02-16 | 8-K | 2012-02-12 | 2.05 Costs Associated with Exit or Disposal Activities; 8.01 Other Events | 2.05 On February 15, 2012, Myrexis, Inc. (the “Company”) issued a press release announcing that its Board of Directors has retained Stifel Nicolaus Weisel (“Stifel”), an investment banking firm, to assist it in reviewing and evaluating a full range of strategic alternatives available to the Company to enhance shareholder value, and that it has suspended development activities on all its pre-clinical and clinical programs. 8.01 On February 15, 2012, the Company issued a press release announcing that its Board of Directors has retained Stifel to assist it in reviewing and evaluating a full range of strategic alternatives available to the Company to enhance shareholder value, and that it has suspended development activities on all its pre-clinical and clinical programs, as described in Item 2.05 of this Current Report on Form 8-K. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. | d302590d8k.htm |
| 2012-02-10 | 8-K | 2012-02-09 | 2.02 Results of Operations and Financial Condition | 2.02 On February 9, 2012, Myrexis, Inc. issued a press release announcing its financial results for its second quarter and six months ended December 31, 2011. | d298962d8k.htm |
| 2011-12-14 | 8-K | 2011-12-08 | 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 | 5.02 (e) As previously reported, on November 16, 2011, Wayne Laslie, the Chief Operating Officer of Myrexis, Inc. (the “Company”), notified the Company of his intention to resign effective as of the end of February 2012. 5.07 public accounting firm for the fiscal year ending June 30, 2012 (“Proposal 2”); (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement (“Proposal 3”); and (4) to approve, on an advisory basis, the frequency of holding an advisory vote on the compensation of the Company’s named executive officers (“Proposal 4”). | d271184d8k.htm |
| 2011-11-18 | 8-K | 2011-11-16 | 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.05 On November 18, 2011, Myrexis, Inc. (the “Company” or “Myrexis”) issued a press release announcing a corporate reorganization to realign the Company’s resources with its development strategy and clinical initiatives following the previously announced suspension of further development of Azixa. 5.02 (b) On November 16, 2011, Wayne Laslie notified the President and Chief Executive Officer of the Company of his intention to resign as the Chief Operating Officer of Myrexis, effective at the end of February 2012. 8.01 On November 18, 2011, the Company issued a press release announcing the reorganization described in Item 2.05 of this report. | d257251d8k.htm |
| 2011-10-21 | 8-K | 2011-10-18 | 1.01 Entry into 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 | 1.01 Effective on October 18, 2011, Myrexis, Inc. (“Myrexis” or the “Company”) entered into agreements (the “Agreements”) with MSMB Healthcare LP and certain of its affiliated funds and entities (collectively, “MSMB Healthcare”), and with Jason M. Aryeh, relating to a notice received by the Company from MSMB Healthcare stating MSMB Healthcare’s intention to nominate two individuals, including Mr. Aryeh, for election as Class II directors of the Myrexis Board of Directors (the “Board”) at Myrexis’ 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”), and its intended proxy solicitation in connection therewith. 8.01 On October 20, 2011, the Company issued a press release announcing Mr. Aryeh’s appointment as a member of the Board of Directors. | d245907d8k.htm |
| 2011-09-28 | 8-K/A | 2011-09-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Base Salary: Effective September 22, 2011, Ms. Kendell’s annual base salary is $255,000. | d238098d8ka.htm |
| 2011-09-12 | 8-K | 2011-09-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On September 6, 2011, the Board of Directors of Myrexis, Inc. (“Myrexis” or the “Company”) appointed Robert J. Lollini as President and Chief Executive Officer of the Company, and as a Class I member of the Board of Directors, effective September 6, 2011. 8.01 On September 8, 2011, the Company issued a press release announcing Mr. Lollini’s appointment as President and Chief Executive Officer and as a member of the Board of Directors, and Ms. Kendell’s appointment as Chief Financial Officer. | d230571d8k.htm |
| 2011-09-08 | 8-K | 2011-09-08 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On September 8, 2011, Myrexis, Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and fiscal year ended June 30, 2011, and provided an update on its clinical development strategy and other corporate developments. 8.01 In the press release dated September 8, 2011, the Company also provided an update on its clinical development strategy and other corporate developments. | d8k.htm |
| 2011-07-22 | 8-K | 2011-07-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 (b) On July 18, 2011, Adrian N. Hobden, Ph.D., notified the Board of Directors of Myrexis, Inc. (“Myrexis”) of his intention to resign as the President and Chief Executive Officer and as a member of the Board of Directors of Myrexis, effective July 21, 2011. 8.01 On July 22, 2011, Myrexis issued a press release announcing Dr. Hobden’s resignation and Mr. Lollini’s appointment described above. | d8k.htm |
| 2011-03-29 | 8-K | 2011-03-17 | 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.05 On March 29, 2011, Myrexis, Inc. (the “Company” or “Myrexis”) issued a press release announcing a corporate reorganization to focus resources on its current portfolio of clinical and preclinical drug candidates. 5.02 (b) In connection with the reduction in force discussed above in Item 2.05, one of Myrexis’s named executive officers, Andrew Gibbs, Vice President, General Counsel, was terminated and ceased employment with Myrexis effective March 29, 2011. 8.01 On March 29, 2011, Myrexis issued a press release announcing the reorganization described in Item 2.05 of this report. | d8k.htm |
| 2010-11-15 | 8-K | 2010-11-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the Myrexis, Inc. (the “Company”) 2010 annual meeting of stockholders held on November 11, 2010, at which a quorum was present, the stockholders of the Company voted on and approved the following matters, which are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on September 27, 2010: (1) to elect Adrian N. Hobden, Ph.D. and Timothy R. Franson, M.D. as Class I directors to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2013, and until their successors have been elected and qualified, or until their earlier death, resignation, retirement or removal (“Proposal 1”), and (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2011 (“Proposal 2”). | d8k.htm |
| 2010-09-09 | 8-K | 2010-09-09 | 2.02 Results of Operations and Financial Condition | 2.02 On September 9, 2010, Myrexis, Inc. issued a press release announcing its financial results for its fourth quarter and fiscal year ended June 30, 2010. | d8k.htm |
| 2010-07-01 | 8-K | 2010-06-30 | 8.01 Other Events | 8.01 On June 30, 2010, Myriad Pharmaceuticals, Inc. (the “Company”) filed an amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State for the State of Delaware changing its name to Myrexis, Inc., effective July 1, 2010. | d8k.htm |
| 2010-06-10 | 8-K | 2010-06-10 | 7.01 Regulation FD Disclosure | 7.01 On June 10, 2010, Adrian N. Hobden, President and CEO of Myriad Pharmaceuticals, Inc. (“MPI”), gave a presentation at the Needham Healthcare Conference in New York, which was webcast live. | d8k.htm |
| 2010-06-09 | 8-K | 2010-06-03 | 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.05 On June 8, 2010, Myriad Pharmaceuticals, Inc. (the “Company” or “MPI”) issued a press release announcing several strategic initiatives to focus the Company’s efforts on its oncology pipeline and to conserve its financial resources to extend the Company’s projected cash runway beyond 2013. 5.02 (b) In connection with the reduction in force discussed above in Item 2.05, two of MPI’s named executive officers, Edward Swabb, M.D. Ph.D., Senior Vice President, Drug Development, and Chief Medical Officer, and Barbara Berry, Senior Vice President, Human Resources, were notified of their terminations on June 3, 2010, and will cease employment with MPI effective June 18, 2010. 8.01 On June 8, 2010, MPI issued a press release announcing its revised business strategy and associated reduction in force described in Item 2.05 of this report. | d8k.htm |
| 2010-04-23 | 8-K | 2010-04-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On April 22, 2010, Myriad Pharmaceuticals, Inc. (“MPI”) held its previously announced Special Meeting of Stockholders, at which a quorum was present. | d8k.htm |
| 2010-04-19 | 8-K | 2010-04-19 | 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.02 As previously disclosed, on April 9, 2010, Myriad Pharmaceuticals, Inc. (“MPI”) received a notice (the “Notice”) from Javelin Pharmaceuticals, Inc. (“Javelin”) of its intent to terminate the Agreement and Plan of Merger entered into on December 18, 2009 between MPI, MPI Merger Sub, Inc. (“MPI Merger Sub”), a Delaware corporation and wholly owned subsidiary of MPI, Javelin, and a representative of the stockholders of Javelin (the “Merger Agreement”), pursuant to which MPI Merger Sub would be merged with and into Javelin (the “Proposed Merger”), with Javelin continuing after the Merger as the surviving corporation and a wholly owned subsidiary of MPI. 8.01 On April 19, 2010, MPI issued a press release announcing the termination of the Merger Agreement. | d8k.htm |
| 2010-04-12 | 8-K | 2010-04-09 | 1.02 Termination of a Material Definitive Agreement | 1.02 On April 9, 2010, Myriad Pharmaceuticals, Inc. (“MPI”) received a notice (the “Notice”) from Javelin Pharmaceuticals, Inc. (“Javelin”) of its intent to terminate the Agreement and Plan of Merger entered into on December 18, 2009 between MPI, MPI Merger Sub, Inc. (“MPI Merger Sub”), a Delaware corporation and wholly owned subsidiary of MPI, Javelin, and a representative of the stockholders of Javelin (the “Merger Agreement”), pursuant to which MPI Merger Sub would be merged with and into Javelin (the “Proposed Merger”), with Javelin continuing after the Proposed Merger as the surviving corporation and a wholly owned subsidiary of MPI. | d8k.htm |
| 2010-03-15 | 8-K | 2010-03-15 | 8.01 Other Events | 8.01 On March 15, 2010, Myriad Pharmaceuticals, Inc. (“MPI”) issued a press release announcing that the Registration Statement on Form S-4 filed by MPI relating to MPI’s proposed merger with Javelin Pharmaceuticals, Inc. (“Javelin”) has been declared effective by the Securities and Exchange Commission and that mailing of the joint proxy statement/prospectus contained therein will commence shortly. | d8k.htm |
| 2010-03-10 | 8-K | 2010-03-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 18, 2009, Myriad Pharmaceuticals, Inc. (“MPI”) and MPI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MPI (“MPI Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Javelin Pharmaceuticals, Inc. (“Javelin”), and a representative of the stockholders of Javelin, pursuant to which MPI Merger Sub will be merged with and into Javelin (the “Merger”), with Javelin continuing after the Merger as the surviving corporation and a wholly owned subsidiary of MPI. | d8k.htm |
| 2010-02-16 | 8-K | 2010-02-16 | 8.01 Other Events | 8.01 On February 16, 2010, Myriad Pharmaceuticals, Inc. (“MPI”) issued a press release announcing its financial results for the second fiscal quarter ended December 31, 2009. | d8k.htm |
| 2010-02-04 | 8-K | 2010-02-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | d8k.htm | |
| 2010-02-03 | 8-K | 2010-02-03 | 8.01 Other Events | 8.01 On February 3, 2010, Myriad Pharmaceuticals, Inc. (“MPI”) issued a press release announcing that Adrian N. Hobden, Ph.D., President and Chief Executive Officer of MPI, will present at Biotechnology Industry Organization’s CEO & Investor Conference on Monday, February 8th in New York. | d8k.htm |
| 2010-02-02 | 8-K | 2010-02-02 | 8.01 Other Events | 8.01 On February 2, 2010, Myriad Pharmaceuticals, Inc. (“MPI”) issued a press release announcing that the U.S. Food and Drug Administration has accepted Javelin Pharmaceuticals, Inc.’s (“Javelin”) submission and filed a New Drug Application (NDA) for Dyloject™, an investigational, injectable NSAID for the multimodal management of moderate-to-severe postoperative pain. | d8k.htm |
| 2010-01-14 | 8-K | 2010-01-04 | 8.01 Other Events | 8.01 On January 4, 2010, Myriad Pharmaceuticals, Inc. (“MPI”) was served with a complaint (the “Complaint”) naming MPI, MPI Merger Sub, Inc. (“Merger Sub”), Javelin Pharmaceuticals, Inc. (“Javelin”) and certain Javelin directors as defendants in a purported class action lawsuit, Schnipper v. | d8k.htm |
| 2009-12-18 | 8-K | 2009-12-18 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On December 18, 2009, Myriad Pharmaceuticals, Inc. (“MPI”) and MPI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MPI (“MPI Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Javelin Pharmaceuticals, Inc. (“Javelin”), and a representative of the stockholders of Javelin (the “Stockholder Representative”), pursuant to which MPI Merger Sub will be merged with and into Javelin (the “Merger”), with Javelin continuing after the Merger as the surviving corporation and a wholly owned subsidiary of MPI. 8.01 On December 18, 2009, MPI and Javelin issued a joint press release announcing, among other things, the execution of the Merger Agreement. | d8k.htm |
| 2009-09-14 | 8-K | 2009-09-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) On September 10, 2009, the Board of Directors (“the Board”) of Myriad Pharmaceuticals, Inc. (“the Company”) approved a resolution, effective as of that date, to increase the size of the Board from five to six directors and appointed Timothy R. Franson, M.D. to fill the newly created Board vacancy. | d8k.htm |
| 2009-07-07 | 8-K | 2009-06-30 | 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 (a): Please see the disclosure set forth above under the heading “Shareholder Rights Agreement” in “Item 1.01 — Entry into a Material Definitive Agreement,” which is incorporated by reference into this Item 3.03. 5.03 (a): In connection with the execution of the Shareholder Rights Agreement described above in Item 1.01, on June 30, 2009, MPI filed a Certificate of Designation, Preferences and Rights with the Delaware Secretary of State designating 1,000,000 shares of Series A Junior Participating Preferred Stock, $0.01 par value per share, effective on June 30, 2009. 8.01 On July 1, 2009, MPI issued a press release announcing the completion of the spin-off from Myriad Genetics on June 30, 2009. | d8k.htm |