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SENOMYX INC Form 8-K: Current report, 2018

SENOMYX INC Form 8-K: Current report

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

  • 2018-11-02: Form 8-K; Period of report 2018-11-02; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
  • 2018-09-17: Form 8-K; Period of report 2018-09-16; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
  • 2018-08-02: Form 8-K; Period of report 2018-08-02; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2018-07-19: Form 8-K; Period of report 2018-07-17; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2018-11-028-K2018-11-022.01 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 Year2.01 As previously disclosed, on September 16, 2018, Senomyx, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Firmenich Incorporated, a Delaware corporation (“Parent”), and Sentry Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”).
3.01 As a result of the Merger, the Company no longer fulfills the listing requirements of the NASDAQ Global Select Market (“NASDAQ”).
3.03 The disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below is incorporated herein by reference.
5.01 The disclosure contained in Item 2.01 above is incorporated herein by reference.
5.02 Pursuant to the Merger Agreement, effective as of the Effective Time, on November 2, 2018, each of John Poyhonen, Kent Snyder, Stephen A. Block, Tom Erdmann, Mary Ann Gray, Ph.D., Daniel E. Stebbins and Christopher J. Twomey resigned as a director of the Company and from any committees of the Company’s Board of Directors on which they then served.
5.03 Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation of the Company was amended and restated to be in the form of the certificate of incorporation of the Company in effect immediately prior to the Effective Time, the text of which amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
d648759d8k.htm
2018-09-178-K2018-09-161.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On September 17, 2018, the Company and Firmenich issued a joint press release announcing the execution of the Merger Agreement as described above.
d624360d8k.htm
2018-08-028-K2018-08-022.02 Results of Operations and Financial Condition2.02 On August 2, 2018, we announced financial results for the quarter ended June 30, 2018 in the earnings release attached hereto as Exhibit 99.1 and incorporated herein by reference.snmx20180801_8k.htm
2018-07-198-K2018-07-178.01 Other Events8.01 On July 19, 2018, Senomyx, Inc. (the “Company”) announced the achievement of a proof of concept for the production of siratose, the Company’s novel natural high intensity sweetener, through fermentation.snmx20180718_8k.htm
2018-05-318-K2018-05-245.07 Submission of Matters to a Vote of Security Holders5.07 Our 2018 Annual Meeting of Stockholders, or our Annual Meeting, was held on May 24, 2018.snmx20180531_8k.htm
2018-04-268-K2018-04-262.02 Results of Operations and Financial Condition2.02 On April 26, 2018, we announced financial results for the quarter ended March 31, 2018 in the earnings release attached hereto as Exhibit 99.1 and incorporated herein by reference.snmx20180425_8k.htm
2018-03-228-K2018-03-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 21, 2018, our Board of Directors (the “Board”) approved an increase to the size of the Board from seven to eight directors and appointed Tom Erdmann to the Board to fill the resulting vacancy, effective immediately.snmx20180321_8k.htm
2018-03-088-K2018-03-082.02 Results of Operations and Financial Condition2.02 On March 8, 2018, we announced financial results for the quarter ended December 31, 2017 in the earnings release attached hereto as Exhibit 99.1 and incorporated herein by reference.snmx20180307_8k.htm
2018-02-168-K2018-02-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 15, 2018, our Board of Directors approved the 2018 Executive Bonus Plan, or the 2018 Bonus Plan, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.snmx20180216_8k.htm