NUPATHE INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-02-21: Form 8-K; Period of report 2014-02-21; 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; Details 1.02.
- 2014-01-21: Form 8-K; Period of report 2014-01-17; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events; Details 1.01.
- 2014-01-14: Form 8-K; Period of report 2014-01-10; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2014-01-09: Form 8-K; Period of report 2014-01-07; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-02-21 | 8-K | 2014-02-21 | 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 | 1.02 and Hercules Technology Growth Capital, Inc., as collateral agent and as a lender (as amended or supplemented, the “Loan Agreement”). 2.01 The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference. 3.01 On February 21, 2014, the Company (i) notified the NASDAQ Stock Market LLC (“NASDAQ”) of the consummation of the Merger and (ii) requested that NASDAQ (x) halt trading in the Shares for February 21, 2014 and suspend trading of the Shares effective February 21, 2014 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, as amended (the “Exchange Act”). 3.03 The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference. 5.01 The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference. 5.02 In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, as set forth below, became the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly designated, as the case may be, and each of Armando Anido, Wayne P. Yetter, Michael Cola, James A. Datin, William J. Federici, Richard S. Kollender, Robert P. Roche, Jr. and Brian J. Sisko ceased serving as directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, the Company’s certificate of incorporation was amended and restated in its entirety, effective as of the Effective Time. | a14-3893_168k.htm |
| 2014-01-21 | 8-K | 2014-01-17 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 Immediately prior to entering into the Merger Agreement, the Company delivered to Endo written notice (the “Termination Notice”) terminating the Agreement and Plan of Merger dated as of December 15, 2013 (the “Endo Merger Agreement”), by and among the Company, Endo and DM Merger Sub, Inc., in accordance with Section 8.1(g) of the Endo Merger Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 8.01 On January 21, 2014, the Company issued a press release announcing the Merger Agreement and the termination of the Endo Merger Agreement. | a14-3893_18k.htm |
| 2014-01-14 | 8-K | 2014-01-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a14-3432_18k.htm |
| 2014-01-09 | 8-K | 2014-01-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a14-2694_18k.htm |
| 2013-12-16 | 8-K/A | 2013-12-15 | 8.01 Other Events | 8.01 On December 16, 2013, the Company issued a joint press release announcing the Merger Agreement. | a13-26375_38ka.htm |
| 2013-12-16 | 8-K | 2013-12-15 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On December 16, 2013, the Company issued a joint press release announcing the Merger Agreement. | a13-26375_18k.htm |
| 2013-11-14 | 8-K | 2013-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2013, NuPathe Inc. issued a press release announcing its financial results for the quarter ended September 30, 2013. | a13-24135_18k.htm |
| 2013-10-15 | 8-K | 2013-10-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a13-22197_18k.htm |
| 2013-09-19 | 8-K | 2013-09-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 (a) Creation of a Direct Financial Obligation. | a13-20801_18k.htm |
| 2013-09-11 | 8-K | 2013-09-11 | 7.01 Regulation FD Disclosure | 7.01 A copy of the NuPathe Inc. Corporate Presentation dated September 11, 2013 is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 7.01. | a13-20482_18k.htm |
| 2013-08-08 | 8-K | 2013-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2013, NuPathe Inc. issued a press release announcing its financial results for the quarter ended June 30, 2013. | a13-18273_18k.htm |
| 2013-06-10 | 8-K | 2013-06-05 | 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 On June 10, 2013, NuPathe Inc. (“NuPathe”) and Terri B. Sebree, NuPathe’s President, entered into Amendment No. 2 (the “Amendment”) to Ms. Sebree’s Amended and Restated Employment Agreement, as amended on March 27, 2013 (the “Employment Agreement”). 5.07 The 2013 Annual Meeting of Stockholders of NuPathe Inc. was held on June 5, 2013. | a13-14694_18k.htm |
| 2013-05-14 | 8-K | 2013-05-14 | 2.02 Results of Operations and Financial Condition | 2.02 On May 14, 2013, NuPathe Inc. issued a press release announcing its financial results for the quarter ended March 31, 2013. | a13-12099_18k.htm |
| 2013-03-26 | 8-K | 2013-03-26 | 2.02 Results of Operations and Financial Condition | 2.02 On March 26, 2013, NuPathe Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2012. | a13-8803_18k.htm |
| 2013-02-05 | 8-K | 2013-01-31 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 All shares of NuPathe Inc. (“NuPathe”) Series A Preferred Stock have converted into shares of common stock. | a13-4218_18k.htm |
| 2013-01-18 | 8-K | 2013-01-17 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On January 17, 2013, NuPathe Inc. (the “Company”) issued a press release announcing that the U.S. Food and Drug Administration (“FDA”) approved Zecuity (sumatriptan iontophoretic transdermal system) for the acute treatment of migraine, with or without aura, in adults. 8.01 On January 17, 2013, the FDA approved Zecuity (sumatriptan iontophoretic transdermal system) for the acute treatment of migraine, with or without aura, in adults. | a13-3195_18k.htm |
| 2013-01-11 | 8-K | 2013-01-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Annually, the Compensation Committee of the Company’s Board of Directors (the “Committee”) reviews and evaluates the Company’s compensation programs and practices. | a13-2766_18k.htm |
| 2012-12-14 | 8-K | 2012-12-14 | 8.01 Other Events | 8.01 On December 14, 2012, NuPathe Inc. (“NuPathe”) filed a post-effective amendment on Form S-3 to the Form S-1 Registration Statement that NuPathe originally filed on August 2, 2011 (File No. 333-175987) (the “Registration Statement”). | a12-29415_18k.htm |
| 2012-11-29 | 8-K/A | 2012-11-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosures set forth in Item 1.01 above are incorporated herein by reference. | a12-28234_18ka.htm |
| 2012-11-27 | 8-K | 2012-11-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a12-28050_18k.htm |
| 2012-11-13 | 8-K | 2012-11-13 | 7.01 Regulation FD Disclosure | 7.01 A copy of the NuPathe Inc. Corporate Presentation dated November 13, 2012 is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 7.01. | a12-26868_18k.htm |
| 2012-10-23 | 8-K | 2012-10-22 | 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; 8.01 Other Events | 5.02 In connection with and effective as of the closing of the Financing (as defined below), on October 23, 2012, the Board of Directors (the “Board”) of NuPathe Inc. (the “Company”) increased the number of directors constituting the Board from seven to eight. 5.03 In connection with the Financing, on October 22, 2012, the Company filed the Certificate of Powers, Designations, Preferences Rights and Qualifications, Limitations or Restrictions of Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware. 7.01 On October 23, 2012, the Company issued a press release announcing the closing of the Financing and the changes to the composition of its Board. 8.01 On October 23, 2012, the Company completed the sale of units (the “Units”) of the Company’s securities (the “Financing”) pursuant to the Securities Purchase Agreement entered into by the Company and the investors named therein (the “Investors”) on September 25, 2012 (the “Purchase Agreement”), as described in more detail in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2012. | a12-24850_18k.htm |
| 2012-10-12 | 8-K | 2012-10-11 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On October 12, 2012, NuPathe Inc. (“NuPathe” or the “Company”) issued a press release announcing that NASDAQ granted the Company’s request for a financial viability exception to the stockholder approval requirements applicable to the financing discussed below. 8.01 As previously reported, on September 25, 2012, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain qualified institutional purchasers and individual investors (the “Investors”) pursuant to which the Company agreed to sell to the Investors units of the Company’s securities (the “Units”) for an aggregate purchase price of $28 million (the “Proposed Financing”). | a12-23867_18k.htm |
| 2012-10-09 | 8-K | 2012-10-09 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 A copy of the NuPathe Inc. Corporate Presentation dated October 9, 2012 is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 7.01. 8.01 As previously reported, on September 25, 2012, NuPathe Inc. (the “Company”) entered into a Securities Purchase Agreement with certain qualified institutional purchasers and individual investors (the “Investors”) pursuant to which the Company agreed to sell to the Investors units of the Company’s securities for an aggregate purchase price of $28 million (the “Proposed Financing”). | a12-23273_18k.htm |
| 2012-09-26 | 8-K | 2012-09-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a12-22107_28k.htm |
| 2012-09-26 | 8-K | 2012-09-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. 7.01 On September 25, 2012, the Company issued a press release announcing that it has entered into the Purchase Agreement. | a12-22107_18k.htm |
| 2012-08-14 | 8-K | 2012-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2012, NuPathe Inc. issued a press release announcing its financial results for the quarter ended June 30, 2012. | a12-18246_18k.htm |
| 2012-07-30 | 8-K | 2012-07-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company previously reported that, effective as of July 25, 2012, the Company’s board of directors (the “Board”) appointed Armando Anido as chief executive officer and as a member of the Board. | a12-16974_18k.htm |
| 2012-07-25 | 8-K | 2012-07-25 | 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 July 25, 2012, Jane H. Hollingsworth resigned as Chief Executive Officer, and as a director, of NuPathe Inc. (the “Company”). 7.01 · the appointment of Mr. Anido as Chief Executive Officer, and as a director, of the Company. | a12-16974_28k.htm |
| 2012-06-12 | 8-K | 2012-06-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2012 Annual Meeting of Stockholders of NuPathe Inc. was held on June 7, 2012. | a12-14511_18k.htm |
| 2012-06-01 | 8-K | 2012-06-01 | 8.01 Other Events | 8.01 On June 1, 2012, NuPathe Inc. (“NuPathe”) filed a post-effective amendment to the Form S-1 Registration Statement that NuPathe originally filed on August 2, 2011 (File No. 333-175987). | a12-13552_18k.htm |
| 2012-05-10 | 8-K | 2012-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2012, NuPathe Inc. issued a press release announcing its financial results for the quarter ended March 31, 2012. | a12-11585_18k.htm |
| 2012-04-26 | 8-K | 2012-04-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a12-10293_18k.htm |
| 2012-03-20 | 8-K | 2012-03-20 | 2.02 Results of Operations and Financial Condition | 2.02 On March 20, 2012, NuPathe Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2011. | a12-7406_18k.htm |
| 2011-11-14 | 8-K | 2011-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2011, NuPathe Inc. issued a press release announcing, among other things, its financial results for the quarter ended September 30, 2011. | a11-25317_38k.htm |
| 2011-10-03 | 8-K | 2011-10-03 | 7.01 Regulation FD Disclosure | 7.01 A copy of the NuPathe Inc. Corporate Presentation dated October 3, 2011 is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 7.01. | a11-27224_28k.htm |
| 2011-10-03 | 8-K | 2011-10-03 | 7.01 Regulation FD Disclosure | 7.01 On October 3, 2011, NuPathe Inc. issued a press release announcing top-line results from a 12-month, repeat use safety trial for its migraine patch (also referred to as NP101 and Zelrix). | a11-27224_18k.htm |
| 2011-08-30 | 8-K | 2011-08-29 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On August 30, 2011, NuPathe Inc. issued a press release announcing that it received a Complete Response Letter from the U.S. Food & Drug Administration regarding the New Drug Application for its migraine patch (also referred to as NP101 or Zelrix). 8.01 On August 29, 2011, NuPathe Inc. (the “Company”) received a Complete Response Letter (“CRL”) from the U.S. Food & Drug Administration (“FDA”) regarding the New Drug Application (“NDA”) for its migraine patch (also referred to as “NP101” or “Zelrix”). | a11-25167_18k.htm |
| 2011-08-15 | 8-K | 2011-08-15 | 2.02 Results of Operations and Financial Condition | 2.02 On August 15, 2011, NuPathe Inc. issued a press release announcing its financial results for the quarter ended June 30, 2011. | a11-24423_18k.htm |
| 2011-08-02 | 8-K | 2011-08-02 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. 7.01 On August 2, 2011, the Company issued a press release announcing that it has entered into the Purchase Agreement with Aspire Capital. | a11-23273_18k.htm |
| 2011-06-23 | 8-K | 2011-06-23 | 7.01 Regulation FD Disclosure | 7.01 On June 23, 2011, NuPathe Inc. issued a press release announcing additional safety data from a 12-month study of its transdermal patch for migraine which will be presented at the 15th Congress of the International Headache Society. | a11-14878_28k.htm |
| 2011-06-14 | 8-K | 2011-06-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosures set forth in Item 1.01 above are incorporated herein by reference. 5.07 NuPathe held its 2011 Annual Meeting of Stockholders on June 8, 2011. 8.01 The Company intends to seek a partner to further develop NP201, its product candidate for the treatment of Parkinson’s disease. | a11-14878_18k.htm |
| 2011-06-02 | 8-K | 2011-06-02 | 7.01 Regulation FD Disclosure | 7.01 On June 2, 2011, NuPathe Inc. issued a press release announcing additional migraine patch data from three trials which will be presented at the 53rd Annual Scientific Meeting of the American Headache Society. | a11-13632_18k.htm |
| 2011-05-10 | 8-K | 2011-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2011, NuPathe Inc. issued a press release announcing its financial results for the quarter ended March 31, 2011. | a11-11673_18k.htm |
| 2011-03-18 | 8-K | 2011-03-18 | 2.02 Results of Operations and Financial Condition | 2.02 On March 18, 2011, NuPathe Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2010. | c14340e8vk.htm |
| 2011-01-10 | 8-K | 2011-01-10 | 7.01 Regulation FD Disclosure | 7.01 On January 10, 2011, NuPathe Inc. issued a press release announcing that its New Drug Application for Zelrix has been accepted for filing by the U.S. Food and Drug Administration. | c10687e8vk.htm |
| 2011-01-05 | 8-K | 2011-01-05 | 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 Effective January 5, 2011, the Company’s Board of Directors (the “Board”) increased the size of the Board from eight to nine directors and appointed Mr. William J. Federici as a director to fill the newly-created vacancy. | c10579e8vk.htm |
| 2010-11-12 | 8-K | 2010-11-11 | 2.02 Results of Operations and Financial Condition | 2.02 On November 11, 2010, NuPathe Inc. issued a press release announcing its financial results for the quarter ended September 30, 2010. | c08374e8vk.htm |
| 2010-11-01 | 8-K | 2010-11-01 | 7.01 Regulation FD Disclosure | 7.01 On November 1, 2010, NuPathe Inc. issued a press release announcing the submission of a New Drug Application for Zelrix™ to the U.S. Food and Drug Administration. | c07503e8vk.htm |
| 2010-10-19 | 8-K | 2010-10-19 | 7.01 Regulation FD Disclosure | 7.01 On October 19, 2010, NuPathe Inc.® issued a press release announcing certain top-line results from a 12 month open-label, safety trial for Zelrix™, as well as the development of an in vitro analytical testing method for Zelrix. | c07016e8vk.htm |
| 2010-09-16 | 8-K | 2010-09-16 | 7.01 Regulation FD Disclosure | 7.01 On September 16, 2010, Jane H. Hollingsworth, the chief executive officer of NuPathe Inc. (the “Company”), is presenting a company overview at the Stifel Nicolaus 2010 Healthcare Conference. | c06040e8vk.htm |
| 2010-09-14 | 8-K | 2010-09-14 | 2.02 Results of Operations and Financial Condition | 2.02 On September 14, 2010, NuPathe Inc. issued a press release announcing its second quarter 2010 financial results. | c05896e8vk.htm |
| 2010-08-12 | 8-K | 2010-08-11 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On August 11, 2010, NuPathe Inc. (the “Company”) filed a restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of shares of its common stock (the “IPO”). | c04836e8vk.htm |