STEADYMED LTD. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-08-30: Form 8-K; Period of report 2018-08-30; 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; 8.01 Other Events; Details 2.01.
- 2018-08-14: Form 8-K; Period of report 2018-06-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2018-08-01: Form 8-K; Period of report 2018-07-30; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2018-07-20: Form 8-K; Period of report 2018-07-20; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-08-30 | 8-K | 2018-08-30 | 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; 8.01 Other Events | 2.01 The information set forth in the Introductory Note, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3.01 On August 30, 2018, in connection with the completion of the Merger, the Company notified the Nasdaq Stock Market (“Nasdaq”) of the effectiveness of the Merger and requested that Nasdaq suspend trading of the Company’s Shares and file with the SEC a notification of removal from listing on Form 25 to delist the Shares from Nasdaq and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in the Introductory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of United Therapeutics. 5.02 In accordance with the Merger Agreement, as of the Effective Time, each of Jonathan M.N. Rigby, Keith Bank, Stephen J. Farr, PhD, Ron Ginor, M.D., Donald D. Huffman, Brian J. Stark and Elizabeth Cermak (the “Former Directors”) resigned as directors of the Company and, in connection therewith, the Former Directors also ceased serving on any committees of which such Former Directors were members. 8.01 Because the Company is an Israeli company, Israeli withholding tax could be imposed on the proceeds payable in connection with the Merger to the holders of Shares and Warrants (collectively, “Holders”) and holders of the Company’s stock options and restricted stock units (such options and restricted stock units, collectively, the “Equity Instruments”). | a18-24034_68k.htm |
| 2018-08-14 | 8-K | 2018-06-30 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2018, SteadyMed Ltd (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 2017. | a18-18743_18k.htm |
| 2018-08-01 | 8-K | 2018-07-30 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 30, 2018, SteadyMed Ltd. (the “Company”) held an extraordinary general meeting of its shareholders (the “Meeting”). | a18-18083_18k.htm |
| 2018-07-20 | 8-K | 2018-07-20 | 8.01 Other Events | 8.01 On July 20, 2018, SteadyMed Ltd. (the “Company”) and United Therapeutics Corporation (“United”) issued a joint press release announcing the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Acts of 1976 relating to United’s previously announced acquisition of the Company. | a18-17479_18k.htm |
| 2018-06-29 | 8-K | 2018-06-27 | 8.01 Other Events | 8.01 On June 27, 2018, Richard Scarantino and Australia A. Hoover filed separate putative class action lawsuits in the United States District Court for the Northern District of California, each purportedly on behalf of the stockholders of SteadyMed Ltd., against SteadyMed and its directors, alleging, among other things, violations of sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 thereunder. | a18-16244_18k.htm |
| 2018-05-15 | 8-K | 2018-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2018, SteadyMed Ltd issued a press release announcing its financial results for the quarter ended March 31, 2018. | a18-13534_18k.htm |
| 2018-04-30 | 8-K | 2018-04-29 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 30, 2018, SteadyMed and United Therapeutics issued a joint press release announcing the Merger Agreement. | a18-12434_18k.htm |
| 2018-03-30 | 8-K | 2018-03-30 | 2.02 Results of Operations and Financial Condition | 2.02 On March 30, 2018, SteadyMed Ltd (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 2017. | a18-9383_18k.htm |
| 2018-01-04 | 8-K | 2017-12-28 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The following is a summary of the proposals and the voting results from the Company’s 2017 Annual Meeting of Shareholders on December 28, 2017 (the “Annual Meeting”). | a18-2206_18k.htm |
| 2017-11-13 | 8-K | 2017-11-10 | 2.02 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 | 2.02 On November 13, 2017, SteadyMed Ltd (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2017. 5.02 (b) On November 10, 2017, Peter Noymer, Ph.D., our Executive Vice President and Chief Operating Officer, voluntarily resigned his position at the Company. | a17-26408_18k.htm |
| 2017-09-05 | 8-K | 2017-08-31 | 8.01 Other Events | 8.01 On August 31, 2017, SteadyMed Ltd. issued a press release titled “SteadyMed Receives Refusal to File Letter from FDA for Trevyent New Drug Application.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a17-21290_18k.htm |
| 2017-08-11 | 8-K | 2017-08-11 | 2.02 Results of Operations and Financial Condition | 2.02 On August 11, 2017, SteadyMed Ltd issued a press release announcing its financial results for the quarter ended June 30, 2017. | a17-20026_18k.htm |
| 2017-05-12 | 8-K | 2017-05-12 | 2.02 Results of Operations and Financial Condition | 2.02 On May 12, 2017, SteadyMed Ltd issued a press release announcing its financial results for the quarter ended March 31, 2017. | a17-13046_18k.htm |
| 2017-04-21 | 8-K | 2017-04-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosures set forth in Item 1.01 above are incorporated herein for this Item 3.02. 8.01 On April 21, 2017, the Company issued a press release titled “SteadyMed Raises $30 Million in Private Placement.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a17-11666_18k.htm |
| 2017-03-29 | 8-K | 2017-03-29 | 2.02 Results of Operations and Financial Condition | 2.02 On March 29, 2017, SteadyMed Ltd. issued a press release announcing its financial results for the quarter and year ended December 31, 2016. | a17-10079_18k.htm |
| 2017-01-09 | 8-K | 2017-01-09 | 8.01 Other Events | 8.01 On January 9, 2017, SteadyMed Ltd. issued a press release titled “SteadyMed Outlines Strategic Goals and Priorities for 2017 and Provides Update on Trevyent Launch Plans.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a17-1631_18k.htm |
| 2016-11-14 | 8-K | 2016-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2016, SteadyMed Ltd issued a press release announcing its financial results for the quarter ended September 30, 2016. | a16-21616_18k.htm |
| 2016-10-18 | 8-K | 2016-10-18 | 7.01 Regulation FD Disclosure | 7.01 On October 18, 2016, SteadyMed Ltd. (the Company) will exhibit a poster providing an overview of its development of Trevyent®, its lead drug product candidate for the treatment of Pulmonary Arterial Hypertension (PAH), and of its PatchPump technology at the Parenteral Drug Association Conference in Huntington Beach, California. | a16-20035_18k.htm |
| 2016-10-11 | 8-K | 2016-10-05 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On August 8, 2016, the Board of Directors of SteadyMed Ltd. (the “Company”) approved the Eleventh Amended and Restated Articles of Association, subject to approval by the Company’s shareholders at the Company’s 2016 Annual Meeting of Shareholders on October 5, 2016 (the “Annual Meeting”). 5.07 The following is a summary of the proposals and the voting results from the Annual Meeting. | a16-19724_18k.htm |
| 2016-08-15 | 8-K | 2016-08-15 | 2.02 Results of Operations and Financial Condition | 2.02 On August 15, 2016, SteadyMed Ltd issued a press release announcing its financial results for the quarter ended June 30, 2016. | a16-16784_18k.htm |
| 2016-08-01 | 8-K | 2016-07-29 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosures set forth in Item 1.01 above are incorporated herein for this Item 3.02. 8.01 On July 29, 2016, the Company issued a press release titled “SteadyMed Raises up to $32 Million in Private Placement.” A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a16-15791_18k.htm |
| 2016-05-11 | 8-K | 2016-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2016, SteadyMed Ltd issued a press release announcing its financial results for the quarter ended March 31, 2016. | a16-11063_18k.htm |
| 2016-03-29 | 8-K | 2016-03-29 | 2.02 Results of Operations and Financial Condition | 2.02 On March 29, 2016, SteadyMed Ltd issued a press release announcing its financial results for the quarter and year ended December 31, 2015. | a16-7505_18k.htm |
| 2016-03-08 | 8-K | 2016-03-08 | 7.01 Regulation FD Disclosure | 7.01 On March 8, 2016, the Company will present an overview of its PatchPump technology at the Injectable Drug Delivery Seminar in London. | a16-5907_18k.htm |
| 2015-11-12 | 8-K | 2015-11-12 | 2.02 Results of Operations and Financial Condition | 2.02 On November 12, 2015, SteadyMed Ltd issued a press release announcing its financial results for the quarter ended September 30, 2015. | a15-18061_38k.htm |
| 2015-08-13 | 8-K | 2015-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2015, SteadyMed Ltd issued a press release announcing its financial results for the quarter ended June 30, 2015. | a15-17597_18k.htm |
| 2015-08-11 | 8-K | 2015-08-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 SteadyMed Ltd. (the “Company”) held its 2015 Annual Meeting of Shareholders on August 6, 2015 (the “Annual Meeting”). | a15-17402_18k.htm |
| 2015-07-02 | 8-K | 2015-06-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a15-15142_18k.htm |
| 2015-06-16 | 8-K | 2015-06-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 10, 2015, the Board of Directors (the “Board”) of SteadyMed, Ltd. (the “Company”) appointed Elizabeth Cermak to serve as a member of the Board, a member of the Audit Committee of the Board and as chair of the Compensation Committee of the Board. | a15-14192_18k.htm |
| 2015-06-04 | 8-K | 2015-05-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a15-13496_18k.htm |
| 2015-05-14 | 8-K | 2015-05-14 | 2.02 Results of Operations and Financial Condition | 2.02 On May 14, 2015, SteadyMed Ltd issued a press release announcing its financial results for the quarter ended March 31, 2015. | a15-11606_18k.htm |
| 2015-05-06 | 8-K | 2015-05-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a15-10942_18k.htm |