Advertisement
Screener

PLx Pharma Winddown Corp. Form 8-K: Current report

PLx Pharma Winddown Corp. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2023-09-20: Form 8-K; Period of report 2023-09-14; Description 1.03 Bankruptcy or Receivership; 8.01 Other Events; Details 1.03.
  • 2023-08-22: Form 8-K; Period of report 2023-08-21; Description 8.01 Other Events; Details 8.01.
  • 2023-07-21: Form 8-K; Period of report 2023-07-20; Description 8.01 Other Events; Details 8.01.
  • 2023-07-12: Form 8-K; Period of report 2023-07-07; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2023-09-208-K2023-09-141.03 Bankruptcy or Receivership; 8.01 Other Events1.03 As previously disclosed, on April 13, 2023 (the “Petition Date”), PLx Pharma Winddown Corp. (formerly known as PLx Pharma Inc.) (the “Company”) and its wholly-owned subsidiary, PLx Opco Winddown Corp. (formerly known as PLx Opco Inc.) (together with the Company, the “Debtors”), filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
8.01 On September 19, 2023, the Company and PLx Opco Winddown Corp. filed their monthly operating reports with the Bankruptcy Court for the period beginning August 1, 2023 and ending August 31, 2023 (the “Monthly Operating Reports”).
e618947_8k-plx.htm
2023-08-228-K2023-08-218.01 Other Events8.01 As previously disclosed, on April 13, 2023, PLx Pharma Winddown Corp. (formerly known as PLx Pharma Inc.) (the “Company”) and its wholly-owned subsidiary, PLx Opco Winddown Corp. (formerly known as PLx Opco Inc.), filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).e618893_8k-plx.htm
2023-07-218-K2023-07-208.01 Other Events8.01 As previously disclosed, on April 13, 2023, PLx Pharma Winddown Corp. (formerly known as PLx Pharma Inc.) (the “Company”) and its wholly-owned subsidiary, PLx Opco Winddown Corp. (formerly known as PLx Opco Inc.), filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).e618793_8k-plx.htm
2023-07-128-K2023-07-078.01 Other Events8.01 As previously disclosed, on April 13, 2023, PLx Pharma Winddown Corp. (formerly known as PLx Pharma Inc.) (the “Company”) and its wholly-owned subsidiary, PLx Opco Winddown Corp. (formerly known as PLx Opco Inc.) (together with the Company, the “Debtors”), filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).e618774_8k-plx.htm
2023-07-078-K2023-06-305.02 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 Year5.02 As previously disclosed, on April 13, 2023, PLx Pharma Winddown Corp. (formerly known as PLx Pharma Inc.) (the “Company”) and its wholly-owned subsidiary, PLx Opco Winddown Corp., filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code.
5.03 On July 7, 2023, the Board of Directors of the Company approved, and adopted effective as of such date, an amendment (the “Amendment”) to its Amended and Restated Bylaws (the “Bylaws”).
e618763_8k-plx.htm
2023-06-278-K2023-06-218.01 Other Events8.01 As previously disclosed, on April 13, 2023, PLx Pharma Winddown Corp. (formerly known as PLx Pharma Inc.) (the “Company”) and its wholly-owned subsidiary, PLx Opco Winddown Corp. (formerly known as PLx Opco Inc.), filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).e618735_8k-plx.htm
2023-05-268-K2023-05-261.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.01 Completion of Acquisition or Disposition of Assets; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
1.03 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
2.01 As previously disclosed, on April 13, 2023, the Company and PLx Opco Winddown Corp. filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code.
5.03 On May 26, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware in order to change its name to “PLx Pharma Winddown Corp.”.
8.01 On May 22, 2023, the Company and PLx Opco Winddown Corp. filed their monthly operating reports with the Bankruptcy Court for the period beginning April 13, 2023 and ending April 30, 2023 (the “Monthly Operating Reports”).
e618671_8k-plx.htm
2023-04-138-K2023-04-131.03 Bankruptcy or Receivership1.03 On April 13, 2023, PLx Pharma Inc. (the “Company”) and its wholly-owned subsidiary, PLx Opco Inc. (together with the Company, the “Debtors”), filed voluntary petitions (Case Nos. 23-10456 and 23-10457) (the “Chapter 11 Cases”) for relief under Chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).e618499_8k-plx.htm
2023-04-128-K2023-04-121.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On April 12, 2023, the Company issued a press release announcing the entry into the Asset Purchase Agreement.
form8k11577025_04122023.htm
2023-04-108-K2023-04-043.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 As previously disclosed, on October 3, 2022, PLx Pharma Inc. (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying it that, for a period of 30 consecutive business days, the bid price of its common stock had closed below the minimum of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Rule”).e618485_8k-plx.htm
2023-03-088-K2023-03-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 As previously disclosed, on January 14, 2023, PLx Pharma Inc. (the “Company”) engaged SierraConstellation Partners LLC (“SCP”), a business advisory firm, to further explore strategic alternatives, which may include a liquidation strategy in the event that more advantageous alternatives prove unavailable to the Company.
8.01 As previously disclosed, the Company engaged Raymond James & Associates, Inc. (“RAJA”) as financial advisor to evaluate strategic alternatives.
e618339_8k-plx.htm
2023-02-138-K2023-02-073.01 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 Officers3.01 On February 7, 2023, PLx Pharma Inc. (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) regarding its noncompliance with Nasdaq Listing Rule 5605(c)(2), which requires, among other things, that the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”) be comprised of a minimum of three independent directors.
5.02 On February 9, 2023, the Company and Michael J. Valentino, Executive Chairman of the Board, entered into a Severance and Settlement Agreement and Release of All Claims (the “Separation Agreement”) pursuant to which Mr. Valentino will cease serving as an executive of the Company effective February 14, 2023.
e618271_8k-plx.htm
2023-01-208-K2023-01-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On January 19, 2023, John W. Hadden II, a member of the Board of Directors (the “Board”) of PLx Pharma, Inc. (the “Company”), resigned from the Board effective immediately.
8.01 In August 2022, and as previously disclosed, the Company engaged Raymond James & Associates, Inc. as financial advisor to evaluate strategic alternatives to maximize stockholder value.
e618210_8k-plx.htm
2022-11-108-K2022-11-082.02 Results of Operations and Financial Condition; 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 Holders2.02 On November 10, 2022, PLx Pharma, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2022.
5.02 On November 8, 2022, Anthony Bartsh, a member of the Board of Directors of the Company (the “Board”) appointed by the Series A Preferred Stock holders, resigned from the Board, effective immediately after the completion of the Company’s 2022 annual meeting of stockholders (the “Annual Meeting”), which was held on November 8, 2022.
5.07 On November 8, 2022, the Company held its Annual Meeting.
e618010_8k-plx.htm
2022-10-078-K2022-10-073.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On October 3, 2022, PLx Pharma Inc. (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying it that, for a period of 30 consecutive business days, the bid price of its common stock closed below the minimum of $1.00 per share required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).e621965_8k-plx.htm
2022-08-128-K2022-08-122.02 Results of Operations and Financial Condition; 8.01 Other Events2.02 On August 12, 2022, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2022 and other business updates.
8.01 On August 12, 2022, the Company issued a press release providing business updates, including the Company’s recent engagement of a financial advisor to commence a formal process to evaluate strategic alternatives to enhance stockholder value.
e621868_8k-plx.htm
2022-05-138-K2022-05-132.02 Results of Operations and Financial Condition2.02 On May 13, 2022, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its first quarter ended March 31, 2022.e621649_8k-plx.htm
2022-04-218-K2022-04-205.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 As part of a broader review of the governance practices of PLx Pharma Inc. (the “Company”), on April 20, 2022, the Board of Directors (the “Board”) of the Company amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”) to update certain procedures and make various technical and conforming changes.e621582_8k-plx.htm
2022-03-158-K2022-03-157.01 Regulation FD Disclosure7.01 Pursuant to Regulation FD, PLx Pharma Inc. (the “Company”) hereby furnishes the Corporate Presentation that Natasha Giordano, the Company’s President and Chief Executive Officer, and Rita O’Connor, the Company’s Chief Financial Officer, will present to investors on or after March 15, 2022.e621456_8k-plx.htm
2022-03-118-K2022-03-112.02 Results of Operations and Financial Condition2.02 On March 11, 2022, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and full fiscal year ended December 31, 2021.e621437_8k-plx.htm
2021-11-128-K2021-11-092.02 Results of Operations and Financial Condition; 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 Holders2.02 On November 12, 2021, PLx Pharma, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2021.
5.02 On November 9, 2021, the Company held its 2021 annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders approved an amendment to the PLx Pharma Inc. 2018 Incentive Plan, as amended (the “Plan”), to increase the number of shares of the Company’s common stock issuable under the Plan by 4,000,000 shares (the “Plan Amendment”).
5.07 On November 9, 2021, the Company held its Annual Meeting.
form8k11577002_11122021.htm
2021-09-218-K2021-09-217.01 Regulation FD Disclosure7.01 Pursuant to Regulation FD, PLx Pharma Inc. (the “Company”) hereby furnishes the Corporate Presentation that Natasha Giordano, the Company’s President and Chief Executive Officer, and Rita O’Connor, the Company’s Chief Financial Officer, will present to investors on or after September 21, 2021.e620953_8k-plx.htm
2021-08-068-K2021-08-061.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.e620850_8k-plx.htm
2021-08-068-K2021-08-062.02 Results of Operations and Financial Condition2.02 On August 6, 2021, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2021.form8k11577002_08062021.htm
2021-05-148-K2021-05-142.02 Results of Operations and Financial Condition2.02 On May 14, 2021, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its first quarter ended March 31, 2021.form8k11577002_05142021.htm
2021-03-178-K2021-03-168.01 Other Events8.01 On March 16, 2021, PLx Pharma Inc. (the “Company”) completed a closing of an exercise of the underwriters’ option to purchase an additional 1,049,700 shares of common stock at the public offering price of $8.00 per share as part of the firm commitment underwritten offering that initially closed on March 5, 2021, resulting in additional net proceeds to the Company of approximately $7.9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.form8k11577015_03162021.htm
2021-03-128-K2021-03-122.02 Results of Operations and Financial Condition2.02 On March 12, 2021, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and full fiscal year ended December 31, 2020.form8k11577002_03122021.htm
2021-03-038-K2021-03-031.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 In connection with the Offering, the Company is filing a legal opinion and consent as Exhibit 5.1 and Exhibit 23.1 to this report, which are incorporated herein by reference.
form8k11577015und_03032021.htm
2021-03-028-K2021-03-021.02 Termination of a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 8.01 Other Events1.02 As previously reported, on March 25, 2019, PLx Pharma Inc. (the “Company”) entered into an equity distribution agreement with JMP Securities LLC, for the sale of up to an aggregate of $12,500,000 of its common stock in sales deemed to be made in “at-the-market” offerings, as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Equity Distribution Agreement”) and filed a prospectus supplement pursuant to which it may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $12,500,000 under the Equity Distribution Agreement (the “ATM Offering”).
2.02 On March 2, 2021, the Company commenced an underwritten public offering of its common stock (the “Offering”) pursuant to its effective shelf registration statement (File No. 333-230478) declared effective by the Securities and Exchange Commission (the “SEC”) on April 4, 2019.
form8k11577015alt_03022021.htm
2021-03-018-K2021-03-017.01 Regulation FD Disclosure; 8.01 Other Events7.01 Pursuant to Regulation FD, PLx Pharma Inc. (the “Company”) hereby furnishes the Corporate Presentation that Natasha Giordano, the Company’s President and Chief Executive Officer, and Rita O’Connor, the Company’s Chief Financial Officer, will present to investors on or after March 1, 2021.
8.01 On March 1, 2021, the Company issued a press release announcing that the U.S. Food and Drug Administration approved supplemental new drug applications for its lead products, VAZALORE™ 325 mg and VAZALORE™ 81 mg (referred to together as “VAZALORE”), the first ever novel, liquid-filled aspirin capsule.
e620335_8k-plx.htm
2021-01-118-K2021-01-118.01 Other Events8.01 PLx Pharma Inc. (“PLx Pharma”) participated in the National Advertising Division (“NAD”), of the Better Business Bureau’s voluntary self-regulation process in connection with a review of its plxpharma.com website.form8k11577002_01112021.htm
2020-11-308-K2020-11-303.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On November 30, 2020, PLx Pharma Inc. (the “Company”) received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company had regained compliance with the minimum Market Value of Listed Securities (“MVLS”) standard since the Company’s common stock had maintained a MVLS above the $35 million minimum MVLS requirement for 10 consecutive business days.form8k11577002_11302020.htm
2020-11-168-K2020-11-101.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 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; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.02 On November 16, 2020, the Company issued a press release announcing its financial results for its third quarter ended September 30, 2020.
3.02 The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
5.02 (e) On November 10, 2020, held its 2020 annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders approved an amendment to the PLx Pharma Inc. 2018 Incentive Plan (the “Plan”), to increase the number of shares of the Company’s common stock issuable under the Plan by 1,750,000 shares (the “Plan Amendment”).
5.07 On November 10, 2020, the Company held its Annual Meeting.
8.01 On November 16, 2020, the Company issued a press release announcing the submission of its supplemental New Drug Applications with the U.S. Food and Drug Administration for VAZALORE 325mg and VAZALORE 81mg.
e620083_8k-plx.htm
2020-10-308-K2020-10-273.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On October 27, 2020, PLx Pharma Inc. (the “Company”) received a determination letter (the “Letter”) from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has not regained compliance with the minimum Market Value of Listed Securities (“MVLS”) standard since the Company’s common stock, par value $0.001 per share (the “Common Stock”), was below the $35 million minimum MVLS requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”) and had not been at least $35 million for a minimum of 10 consecutive business days at any time during the 180-day grace period granted to the Company.form8k11577002_10302020.htm
2020-09-228-K2020-09-227.01 Regulation FD Disclosure7.01 Pursuant to Regulation FD, PLx Pharma Inc. (the “Company”) hereby furnishes the Corporate Presentation that Natasha Giordano, the Company’s President and Chief Executive Officer, and Rita O’Connor, the Company’s Chief Financial Officer, will present to investors on or after September 22, 2020.form8k11577002_09220202.htm
2020-08-148-K2020-08-142.02 Results of Operations and Financial Condition; 5.08 Shareholder Director Nominations; 7.01 Regulation FD Disclosure2.02 On August 14, 2020, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its second quarter ended June 30, 2020.
5.08 The Company expects to hold its 2020 annual meeting of stockholders (the “Annual Meeting”) on November 10, 2020.
7.01 On August 14, 2020, the Company announced in its press release that it is targeting a launch of both VAZALORE 325 mg and 81 mg dose strengths during the third quarter of 2021, assuming FDA approval, adequate capital funding and no COVID-related delays.
form8k11577002_08142020.htm
2020-05-188-K2020-05-153.03 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; 8.01 Other Events3.03 The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference.
5.03 On May 15, 2020, PLx Pharma Inc. (the “Company”) filed a Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of the State of Delaware.
5.07 On May 15, 2020, the Company held its special meeting of stockholders (the “Special Meeting”), at which the Company submitted to a vote of its stockholders a proposal to approve the issuance of more than 20% of the Company’s common stock pursuant to a private placement transaction (the “Private Placement”) contemplated by that certain Purchase Agreement, dated March 12, 2020, by and among the Company and certain accredited investors, and a change of control for purposes of Nasdaq Listing Rule 5635 (the “Proposal”).
8.01 In connection with the closing of the Private Placement, on May 18, 2020, the Company issued a press release announcing the closing.
form8k11577002_05182020.htm
2020-05-158-K2020-05-152.02 Results of Operations and Financial Condition2.02 On May 15, 2020, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its first quarter ended March 31, 2020.form8k11577002_05152020.htm
2020-05-048-K2020-04-283.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On April 28, 2020, PLx Pharma Inc. (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for a period of 30 consecutive business days, the Company failed to maintain a minimum Market Value of Listed Securities (“MVLS”) of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2).form8k11577002_05042020.htm
2020-04-238-K2020-04-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 22, 2020, Dr. Efthymios Deliargyris resigned as Chief Medical Officer of PLx Pharma Inc. (the “Company”), effective April 30, 2020.form8k11577002_04232020.htm
2020-03-138-K2020-03-121.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.02 On March 13, 2020, the Company issued a press release announcing its financial results for its fourth quarter and full fiscal year ended December 31, 2019.
3.02 The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
form8k11577009_03132020.htm
2020-01-138-K2020-01-137.01 Regulation FD Disclosure7.01 Pursuant to Regulation FD, PLx Pharma Inc. (the “Company”) hereby furnishes the Corporate Presentation that Natasha Giordano, the Company’s President and Chief Executive Officer, and Rita O’Connor, the Company’s Chief Financial Officer, will present to investors on or after January 13, 2020.form8k11577002_01132020.htm
2020-01-068-K2020-01-068.01 Other Events8.01 On January 6, 2020, PLx Pharma Inc. (the “Company”) issued a press release announcing that the U.S. Food and Drug Administration is providing clarification for the regulatory path forward for the Company’s products, among other regulatory updates.form8k11577002_01062020.htm
2019-11-088-K2019-11-082.02 Results of Operations and Financial Condition2.02 On November 8, 2019, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2019.form8k11577002_11082019.htm
2019-08-198-K2019-08-155.07 Submission of Matters to a Vote of Security Holders5.07 On August 15, 2019, PLx Pharma Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”).form8k11577002_08192019.htm
2019-03-258-K2019-03-251.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.form8k11577007_03252019.htm
2019-03-088-K2019-03-062.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.02 On March 8, 2019, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and full fiscal year ended December 31, 2018.
5.02 On March 6, 2019, the holders of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) notified the Company that they appointed Tony Bartsh as a member of the Company’s Board of Directors pursuant to the Company’s Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, which gives the holders of the Series A Preferred Stock the exclusive right, voting separately as a class, to elect one (1) director to the Board of Directors, for so long as Park West Asset Management LLC and its affiliates hold at least twenty-five percent (25%) of the issued and outstanding Series A Preferred Stock.
form8k11577002_03082019.htm
2019-02-208-K2019-02-193.03 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; 8.01 Other Events3.03 The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference.
5.03 On February 19, 2019, PLx Pharma Inc. (the “Company”) filed an amendment to its Amended Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to authorize 1,000,000 shares of “blank check” preferred stock (the “Preferred Stock”).
5.07 On February 19, 2019, the Company reconvened its special meeting of stockholders, originally held on February 14, 2019 (the “Special Meeting”), at which the Company submitted to a vote of its stockholders a proposal to approve an amendment to the Company’s Amended Certificate of Incorporation to authorize 1,000,000 shares of “blank check” preferred stock (“Proposal 1”) and a proposal to approve the issuance of more than 20% of the Company’s common stock pursuant to a private placement transaction (the “Private Placement”) contemplated by that certain Purchase Agreement, dated December 20, 2018, by and among the Company and certain accredited investors, and a change of control for purposes of Nasdaq Listing Rule 5635 (“Proposal 2” and, together with Proposal 1, the “Proposals”).
8.01 In connection with the closing of the Private Placement, on February 20, 2019, the Company issued a press release announcing the closing.
form8k11577002_02202019.htm
2019-02-148-K2019-02-148.01 Other Events8.01 On February 14, 2019, PLx Pharma Inc., a Delaware corporation (the “Company”), issued a press release announcing that its special meeting of stockholders scheduled for and convened on February 14, 2019 (the “Original Meeting”), has been adjourned to February 19, 2019 at 9:00 a.m.form8k11577003_02142019.htm
2019-01-078-K2019-01-077.01 Regulation FD Disclosure7.01 Pursuant to Regulation FD, PLx Pharma Inc. (the “Company”) hereby furnishes the Corporate Presentation that Natasha Giordano, the President and Chief Executive Officer of the Company, and Rita O’Connor, Chief Financial Officer of the Company, will be presenting at the Biotech Showcase 2019 on January 7, 2019.form8k11577002_01072019.htm
2018-12-218-K2018-12-201.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.02 The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
8.01 In connection with the entry into the Purchase Agreement, on December 20, 2018, the Company issued a press release announcing the Private Placement.
form8k11577001_12212018.htm
2018-09-198-K2018-09-135.07 Submission of Matters to a Vote of Security Holders5.07 On September 13, 2018, PLx Pharma Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”).form8k11577002_09192018.htm
2018-08-318-K2018-08-295.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 29, 2018, PLx Pharma Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Efthymios Deliargyris in connection with his appointment as the Company’s Chief Medical Officer, transitioning from his role as the Company’s Chief Medical Advisor.form8k11577002_08312018.htm
2018-08-108-K2018-08-107.01 Regulation FD Disclosure7.01 Pursuant to Regulation FD, PLx Pharma Inc. (the “Company”) hereby furnishes the Corporate Presentation that Natasha Giordano, the President and Chief Executive Officer of the Company, will present to investors on or after August 10, 2018.form8k11577002_08102018.htm
2018-08-068-K2018-08-064.01 Changes in Registrant's Certifying Accountant4.01 On August 6, 2018, PLx Pharma Inc. (the “Company”) engaged Marcum LLP (“Marcum”) as its independent registered public accountants.form8k11577002_08062018.htm
2018-03-238-K2018-03-232.02 Results of Operations and Financial Condition2.02 On March 23, 2018, PLx Pharma Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and full fiscal year ended December 31, 2017.form8k11577002_03232018.htm
2018-01-088-K2018-01-087.01 Regulation FD Disclosure7.01 Pursuant to Regulation FD, PLx Pharma Inc. (the “Company”) hereby furnishes the Corporate Presentation that Natasha Giordano, the President and Chief Executive Officer of the Company, will present to investors on or after January 8, 2018.form8k11577002_01082018.htm
2017-10-278-K2017-10-265.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.px38177544-8k.htm
2017-09-288-K2017-09-287.01 Regulation FD Disclosure7.01 On September 28, 2017, Natasha Giordano, the President and Chief Executive Officer of PLx Pharma Inc. (the “Company”), will be presenting at the Sidoti & Company Fall 2017 Conference.plxp20170926_8k.htm
2017-09-198-K2017-09-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 19, 2017, PLx Pharma Inc. (the “Company”) announced its appointment, effective September 15, 2017, of Tom Long to the position of Vice President, Manufacturing & Technical Operations, as well as the appointment, effective October 1, 2017, of Steven Valentino, Vice President, Trade Sales.plxp20170919_8k.htm
2017-08-158-K/A2017-06-099.01 Financial Statements and Exhibits9.01 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.plxp20170813_8ka.htm
2017-08-108-K2017-08-091.01 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; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders1.01 Entry into Material Definitive Agreement.
2.03 The information contained in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
3.02 The information in Item 1.01 above is incorporated by reference into this Item 3.02.
3.03 The information contained in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.03.
plxp20170731_8k.htm
2017-06-128-K2017-06-091.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.02 The information contained in Item 1.01 of this Form 8-K with respect to the Private Placement, the Warrants and the Warrant Shares is incorporated by reference into this Item 3.02 of this Form 8-K. The Warrants are expected to be issued and sold by the Company to the Investors on or about June 14, 2017, in transactions exempt from registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.
7.01 The information in this Current Report on Form 8-K (including the information in the Exhibits attached hereto) that is furnished pursuant to Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
8.01 The Company licenses certain intellectual property rights pursuant to a worldwide, exclusive license agreement with the Board of Regents of The University of Texas System that was entered into on January 8, 2003, amended and restated on December 11, 2009, and subsequently amended on April 15, 2011, and December 17, 2011.
plxp20170611_8k.htm
2017-05-058-K2017-05-057.01 Regulation FD Disclosure; 8.01 Other Events7.01 On April 19, 2017, PLx Pharma Inc., formerly known as Dipexium Pharmaceuticals, Inc., a Delaware corporation (the “Company”) completed its business combination (the “Merger”) with PLx Pharma Inc., a Delaware corporation (“PLx”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of December 22, 2016 (the “Merger Agreement”), by and among PLx, the Company and Dipexium Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“AcquireCo”).
8.01 Pursuant to the Merger Agreement, AcquireCo merged with and into PLx, with PLx surviving the Merger and becoming a wholly owned subsidiary of the Company.
plxp20170504_8k.htm
2017-05-028-K2017-05-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 2, 2017, PLx Pharma Inc.(“PLx”) announced the appointment of Rita M. O’Connor as its new Chief Financial Officer, effective as of July 1, 2017.plxp20170501_8k.htm
2017-04-208-K2017-04-182.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 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; 5.07 Submission of Matters to a Vote of Security Holders2.01 On April 19, 2017, PLx Pharma Inc., formerly known as Dipexium Pharmaceuticals, Inc., a Delaware corporation (the “Company”) completed its business combination (the “Closing”) with PLx Pharma Inc., a Delaware corporation (“PLx”), in accordance with the terms of an Agreement and Plan of Merger and Reorganization, dated as of December 22, 2016 (the “Merger Agreement”), among PLx, the Company and Dipexium Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“AcquireCo”).
3.03 At the annual meeting of the Company’s stockholders, held on April 18, 2017 (the “Stockholder Meeting”), the Company’s stockholders approved an amendment to the Company’s certificate of incorporation, as amended, to increase the number of authorized shares of common stock from 30,000,000 to 100,000,000 and effect the Reverse Stock Split (the “Split Amendment”).
4.01 On April 19, 2017, after completion of the Merger, the Audit Committee of the Company’s board of directors dismissed CohnReznick LLP (“CohnReznick”) as the Company’s independent registered public accounting firm and appointed GBH CPAs, PC (“GBH”) as the Company’s independent registered public accounting firm for the year ending December 31, 2017, both with immediate effect.
5.01 The information set forth in Item 2.01 regarding the Merger and the information set forth in Item 5.02 regarding the Company’s board of directors and executive officers following the Merger are incorporated by reference into this Item 5.01.
5.02 At the Stockholder Meeting, the Company’s stockholders voted to elect Robert J. DeLuccia, David P. Luci, Jack H. Dean, Michael Duffy, Thomas Harrison, William J. McSherry, Jr. and Barry Kagan as directors.
5.03 The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference.
v464526_8k.htm
2016-12-228-K2016-12-221.01 Entry into a Material Definitive Agreement; 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; 8.01 Other Events1.01 On December 22, 2016, Dipexium Pharmaceuticals, Inc. (“DPRX” or the “Company”), Dipexium Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of DPRX (“AcquireCo”) and PLx Pharma Inc., a Delaware corporation (“PLx”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, AcquireCo will merge with and into PLx, with PLx becoming a wholly-owned subsidiary of DPRX and the surviving corporation of the merger (the “Merger”).
5.01 The completion of the Merger will constitute a change in control of DPRX.
5.02 The Merger Agreement provides that, following the Merger, Michael Valentino will be the Chairman of the Board of Directors of DPRX and Natasha Giordano will be the Chief Executive Officer of the combined company.
8.01 On December 22, 2016, DPRX issued a joint press release with PLx announcing that the companies have entered into the Merger Agreement.
a16-23618_18k.htm
2016-12-148-K2016-12-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 As previously announced, on November 14, 2016, Dipexium Pharmaceuticals, Inc. (the “Company”) and David Garrett, the Company’s former Vice President, Finance and Corporate Development, mutually agreed to terminate Mr. Garrett’s employment agreement, effective as of November 30, 2016, so that he may pursue other opportunities.a16-23167_18k.htm
2016-11-168-K2016-11-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 14, 2016, Dipexium Pharmaceuticals, Inc. (the “Company”) and David Garrett, the Company’s Vice President, Finance and Corporate Development, mutually agreed to terminate Mr. Garrett’s employment agreement, effective as of November 30, 2016, so that he may pursue other opportunities.a16-21789_18k.htm
2016-10-318-K2016-10-258.01 Other Events8.01 On October 25, 2016, Dipexium Pharmaceuticals, Inc. issued a press release announcing, among other things, that the OneStep-1 and OneStep-2 Phase 3 clinical trials of Locilex® (pexiganan cream 0.8%) in patients with mild infections of diabetic foot ulcers (Mild DFI) did not meet the primary clinical endpoint of superiority versus vehicle plus standardized wound care and also did not show any meaningful difference in wound closure rate between the Locilex arm and the vehicle arm in each study.a16-20749_18k.htm
2016-05-268-K2016-05-245.07 Submission of Matters to a Vote of Security Holders5.07 On May 24, 2016, Dipexium Pharmaceuticals, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting).a16-12244_18k.htm
2016-05-128-K2016-05-122.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 Dipexium Pharmaceuticals, Inc. issued a press release on May 12, 2016 announcing its March 31, 2016 quarter-end results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
a16-11184_18k.htm
2016-03-238-K2016-03-232.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 Dipexium Pharmaceuticals, Inc. issued a press release on March 23, 2016 announcing its December 31, 2015 year-end results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
a16-7020_18k.htm
2016-02-178-K2016-02-161.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.a16-4750_18k.htm
2016-01-118-K2016-01-117.01 Regulation FD Disclosure7.01 Officers of Dipexium Pharmaceuticals, Inc. will present to members of the investment community on Monday, January 11, 2016.a16-1677_18k.htm
2015-11-168-K2015-11-162.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 Dipexium Pharmaceuticals, Inc. issued a press release on November 16, 2015 announcing its September 30, 2015 quarter-end results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
a15-23494_18k.htm
2015-08-138-K2015-08-132.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 Dipexium Pharmaceuticals, Inc. issued a press release on August 13, 2015 announcing its June 30, 2015 quarter-end results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
a15-17564_18k.htm
2015-07-208-K2015-07-155.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On July 15, 2015, the Board of Directors (the “Board”) of Dipexium Pharmaceuticals, Inc. (the “Company”) adopted an amendment to the Company’s Amended and Restated Bylaws (as amended, the “Second Amended and Restated Bylaws”) to add a new section to Article 11 “Miscellaneous” in order to provide that, unless the Company consents in writing to the selection of an alternative forum, a state or federal court located in the State of Delaware shall be the sole and exclusive forum for the following types of litigation: (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 or officer or other employee of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or the Second Amended and Restated Bylaws (in each case, as they may be amended from time to time); or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine.a15-15738_18k.htm
2015-06-308-K2015-06-308.01 Other Events8.01 On June 30, 2015, Dipexium Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the closing of its previously announced public offering and sale of 1,702,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which includes 222,000 shares of Common Stock that were sold pursuant to the exercise in full of the underwriters’ over-allotment option, at a price to the public of $12.50 per share (the “Offering”).a15-13639_78k.htm
2015-06-258-K2015-06-251.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 - Entry into a Material Definitive Agreement.
8.01 On June 25, 2015, the Company issued a press release announcing the pricing of the Offering.
a15-13639_48k.htm
2015-05-198-K2015-05-155.07 Submission of Matters to a Vote of Security Holders5.07 On May 15, 2015, Dipexium Pharmaceuticals, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting).a15-12248_18k.htm
2015-05-148-K2015-05-142.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 Dipexium Pharmaceuticals, Inc. issued a press release on May 14, 2015 announcing its March 31, 2015 quarter-end results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
a15-11434_18k.htm
2015-03-248-K2015-03-242.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 Dipexium Pharmaceuticals, Inc. (the “Company”) issued a press release on March 24, 2015 announcing its 2014 year-end results.
7.01 The response to Item 2.02 is incorporated herein by reference to this Item 7.01.
a15-7601_18k.htm
2014-07-038-K2014-07-035.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 3, 2014, Christopher Coughlin resigned as a director Dipexium Pharmaceuticals, Inc. (the “Company”) to pursue other commitments.a14-16383_18k.htm
2014-06-188-K2014-06-125.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On June 12, 2014, Dipexium Pharmaceuticals, Inc. (the “Company”) amended and restated section 3.3 of the Company’s Bylaws (the “Amendment”) to add language which states that if the Board of Directors, is not classified, a director, or the entire Board of Directors, may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.a14-15651_18k.htm
2014-06-098-K2014-06-041.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.a14-15092_18k.htm
2014-05-298-K2014-05-221.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.a14-13391_18k.htm
2014-05-138-K2014-05-058.01 Other Events8.01 Effective May 5, 2014, the Company entered into a sublease agreement with 87AM Holdings LLC for office space with current monthly payments of $12,346.a14-12688_18k.htm
2014-03-188-K2014-03-121.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On March 13, 2014, the Company issued a press release announcing the pricing of the IPO described above.
a13-26607_108k.htm