TENGION INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-12-29: Form 8-K; Period of report 2014-12-22; Description 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.03.
- 2014-12-05: Form 8-K; Period of report 2014-12-05; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 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; Details 1.01.
- 2014-12-03: Form 8-K; Period of report 2014-12-02; Description 8.01 Other Events; Details 8.01.
- 2014-11-14: Form 8-K; Period of report 2014-11-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-12-29 | 8-K | 2014-12-22 | 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.07 Submission of Matters to a Vote of Security Holders | 1.03 On December 29, 2014, Tengion, Inc. (the “Company”) commenced a bankruptcy proceeding (the “Chapter 7 Case”) by filing a voluntary petition for relief under the provisions of chapter 7 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 5.07 On December 22, 2014, the Company held a Special Meeting of Stockholders. | tengion8k.htm |
| 2014-12-05 | 8-K | 2014-12-05 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 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 | 1.01 On December 4, 2014, Tengion, Inc. (the “Company”) amended the Tengion, Inc. Amended and Restated Management Severance Pay Plan (the “Management Severance Plan”) to provide that no benefits would be payable under the Management Severance Plan from and after December 4, 2014. 1.02 As part of the Termination Plan (as defined and described below), the Company plans to terminate the employment of Mr. Miclot, Mr. Davis and Dr. Bertram effective December 5, 2014, December 23, 2014 and December 5, 2014, respectively. 2.05 On December 1, 2014, the Company’s Board of Directors (the “Board”) approved a plan of termination (the “Termination Plan”) that will result in a workforce reduction of all of the Company’s 29 employees (the “Terminated Employees”), including Mr. Miclot, Mr. Davis and Dr. Bertram, by the end of 2014. 5.02 The information contained in Items 1.02 and 2.05 above is incorporated by reference into this Item 5.02. | tengion8k.htm |
| 2014-12-03 | 8-K | 2014-12-02 | 8.01 Other Events | 8.01 On December 2, 2014, Tengion, Inc. (the “Company”) issued notices (the “Notices”) to the holders (the “2012 Investors”) of senior secured notes issued on October 2, 2012 and to the holders (the “2013 Investors” and together with the 2012 Investors, the “Investors” and each, an “Investor”) of senior secured notes issued on June 28, 2013 stating that the Company plans to issue shares of common stock (the “Shares”), $0.001 par value per share (the “Common Stock”), and warrants to purchase Common Stock for nominal consideration (the “Warrants”), to the 2012 Investors in satisfaction of $362,616.00 in interest payments and to the 2013 Investors in satisfaction of $426,391.46, each due on January 2, 2015. | tengion8k.htm |
| 2014-11-14 | 8-K | 2014-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2014, Tengion, Inc. (the “Company”) issued a press release providing clinical updates, financial results for the third quarter ended September 30, 2014 and an update on cash position. | tengion8k.htm |
| 2014-10-01 | 8-K | 2014-10-01 | 3.02 Unregistered Sales of Equity Securities | 3.02 On October 1, 2014, Tengion, Inc. (the “Company”) issued 4,110,810 shares (the “2012 Interest Shares”) of common stock, par value $0.001 (the “Common Stock”), to holders (the “2012 Investors) of senior secured notes (the “2012 Notes”) issued in connection with the Company’s private placement completed on October 2, 2012 (the “2012 Financing”). | tengion8k.htm |
| 2014-09-03 | 8-K | 2014-09-02 | 8.01 Other Events | 8.01 On September 2, 2014, Tengion, Inc. (the “Company”) issued notices (the “Notices”) to the holders (the “2012 Investors”) of senior secured notes issued on October 2, 2012 and to the holders (the “2013 Investors” and together with the 2012 Investors, the “Investors” and each, an “Investor”) of senior secured notes issued on June 28, 2013 stating that the Company plans to issue shares of common stock (the “Shares”), $0.001 par value per share (the “Common Stock”), and warrants to purchase Common Stock for nominal consideration (the “Warrants”), to the 2012 Investors in satisfaction of $365,611.80 in interest payments and to the 2013 Investors in satisfaction of $422,737.91, each due on October 1, 2014. | tengion8k.htm |
| 2014-07-01 | 8-K | 2014-07-01 | 3.02 Unregistered Sales of Equity Securities | 3.02 On July 1, 2014, Tengion, Inc. (the “Company”) issued 1,453,069 shares (the “2012 Interest Shares”) of common stock, par value $0.001 (the “Common Stock”), to holders (the “2012 Investors”) of senior secured notes (the “2012 Notes”) issued in connection with the Company’s private placement completed on October 2, 2012 (the “2012 Financing”). | tengion8k.htm |
| 2014-06-03 | 8-K | 2014-06-02 | 8.01 Other Events | 8.01 On June 2, 2014, Tengion, Inc. (the “Company”) issued notices (the “Notices”) to the holders (the “2012 Investors”) of senior secured notes issued on October 2, 2012 and to the holders (the “2013 Investors” and together with the 2012 Investors, the “Investors” and each, an “Investor”) of senior secured notes issued on June 28, 2013 stating that the Company plans to issue shares of common stock (the “Shares”), $0.001 par value per share (the “Common Stock”), and warrants to purchase Common Stock for nominal consideration (the “Warrants”), to the 2012 Investors in satisfaction of $361,637.78 in interest payments and to the 2013 Investors in satisfaction of $418,898.73, each due on July 1, 2014. | tengion8k.htm |
| 2014-05-08 | 8-K | 2014-05-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 2, 2014, Tengion, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders. | tengion8k.htm |
| 2014-04-01 | 8-K | 2014-04-01 | 3.02 Unregistered Sales of Equity Securities | 3.02 On April 1, 2014, Tengion, Inc. (the “Company”) issued 1,642,732 shares (the “2012 Interest Shares”) of common stock, par value $0.001 (the “Common Stock”), to holders (the “2012 Investors) of senior secured notes (the “2012 Notes”) issued in connection with the Company’s private placement completed on October 2, 2012 (the “2012 Financing”). | tengion8k.htm |
| 2014-03-27 | 8-K | 2014-03-24 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 26, 2014, Tengion, Inc. (the “Company”) issued a press release providing financial results for the fourth quarter and twelve months ended December 31, 2013. 8.01 The Board of Directors of the Company has approved May 2, 2014 as the date for the Company’s 2014 annual meeting of stockholders (the “Annual Meeting”). | tengion8k.htm |
| 2014-03-04 | 8-K | 2014-03-03 | 8.01 Other Events | 8.01 On March 3, 2014, Tengion, Inc. (the “Company”) issued notices (the “Notices”) to the holders (the “2012 Investors”) of senior secured notes issued on October 2, 2012 and to the holders (the “2013 Investors” and together with the 2012 Investors, the “Investors” and each, an “Investor”) of senior secured notes issued on June 28, 2013 stating that the Company plans to issue shares of common stock (the “Shares”), $0.001 par value per share (the “Common Stock”), or warrants to purchase Common Stock for nominal consideration (the “Warrants”), to the 2012 Investors in satisfaction of $354,071.43 in interest payments and to the 2013 Investors in satisfaction of $438,033.55, each due on April 1, 2014. | tengion8k.htm |
| 2014-02-26 | 8-K | 2014-02-24 | 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 February 24, 2014, the stockholders of Tengion, Inc. (the “Company”) approved a proposed amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 750,000,000 to 10,000,000,000 shares. 5.07 On February 24, 2014, the Company held a Special Meeting of Stockholders. | tengion8k.htm |
| 2014-01-14 | 8-K | 2014-01-13 | 7.01 Regulation FD Disclosure | 7.01 Beginning on January 13, 2014, Tengion, Inc. (the “Company”) intends to use the presentation furnished herewith, or portions thereof, in one or more meetings with investors and analysts. | tengion8k.htm |
| 2014-01-02 | 8-K | 2014-01-02 | 3.02 Unregistered Sales of Equity Securities | 3.02 On January 2, 2014, Tengion, Inc. (the “Company”) issued 1,140,904 shares (the “2012 Interest Shares”) of common stock, par value $0.001 (the “Common Stock”), to holders (the “2012 Investors) of senior secured notes (the “2012 Notes”) issued in connection with the Company’s private placement completed on October 2, 2012 (the “2012 Financing”). | tengion8k.htm |
| 2013-12-03 | 8-K | 2013-12-02 | 8.01 Other Events | 8.01 On December 2, 2013, Tengion, Inc. (the “Company”) issued notices (the “Notices”) to the holders (the “2012 Investors”) of senior secured notes issued on October 2, 2012 and to the holders (the “2013 Investors” and together with the 2012 Investors, the “Investors” and each, an “Investor”) of senior secured notes issued on June 28, 2013 stating that the Company plans to issue shares of common stock (the “Shares”), $0.001 par value per share (the “Common Stock”), or warrants to purchase Common Stock for nominal consideration (the “Warrants”), to the 2012 Investors in satisfaction of $380,117.37 in interest payments and to the 2013 Investors in satisfaction of $473,306.28, each due on January 2, 2014. | tengion8k.htm |
| 2013-10-02 | 8-K | 2013-09-26 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 On October 1, 2013, Tengion, Inc. (the “Company”) issued 418,433 shares (the “2012 Interest Shares”) of common stock, par value $0.001 (the “Common Stock”), to holders (the “2012 Investors”) of senior secured notes (the “2012 Notes”) issued in connection with the Company’s private placement completed on October 2, 2012 (the “2012 Financing”). 8.01 On September 26, 2013, Celgene Corporation (“Celgene”) executed a Waiver (the “Waiver”) in connection with its Warrants to Purchase Common Stock of Tengion, Inc., dated June 28, 2013 (the “Celgene Warrants”), pursuant to which Celgene waived any adjustment to the exercise price of the Celgene Warrants (the “Celgene Exercise Price”) that would be required pursuant to Section 5(h)(i) of the Celgene Warrants if such adjustment would result in the Celgene Exercise Price being reduced to any amount that is equal to or greater than the exercise price (the “Investor Exercise Price”) of the Warrants to Purchase Common Stock of Tengion, Inc. that were issued to the 2013 Investors (the “Investor Warrants”). | tengion8k.htm |
| 2013-08-21 | 8-K | 2013-08-20 | 8.01 Other Events | 8.01 On August 20, 2013, Tengion, Inc. (the “Company”) issued notices (the “Notices”) to the holders (the “2012 Investors”) of senior secured notes issued on October 2, 2012 and the holders (the “2013 Investors” and together with the 2012 Investors, the “Investors” and each, an “Investor”) of senior secured notes issued on June 28, 2013 stating that the Company plans to issue shares of common stock (the “Shares”), $0.001 par value per share (the “Common Stock”), or warrants to purchase Common Stock (the “Warrants”), to the 2012 Investors in satisfaction of $378,214.54 in interest payments and to the 2013 Investors in satisfaction of $483,484.94, each due on October 1, 2013. | tengion8k.htm |
| 2013-08-08 | 8-K | 2013-08-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 7, 2013, the Board of Directors (the “Board”) of Tengion, Inc. (the “Company”) promoted A. Brian Davis, age 46, to Chief Financial Officer and Senior Vice President, Finance, effective August 7, 2013. | tengion8k.htm |
| 2013-07-19 | 8-K | 2013-07-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 15, 2013, Tengion, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders. | tengion8k.htm |
| 2013-07-05 | 8-K | 2013-06-28 | 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; 3.02 Unregistered Sales of Equity Securities | 1.01 On June 28, 2013, Tengion, Inc. (the "Company") entered into several agreements with certain new and existing investors (each a “2013 Investor” and, collectively, the "2013 Investors") to provide financing for the Company of approximately $18.6 million (the "Financing"). 2.03 The information contained in Item 1.01 above is incorporated by reference into this Item 2.03. 3.02 The information contained in Item 1.01 above is incorporated by reference into this Item 3.02. | tengion8k.htm |
| 2013-06-18 | 8-K | 2013-06-12 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On June 12, 2013, the Board of Directors of Tengion, Inc. (the “Company”) approved an amendment and restatement of the Company's Amended and Restated Bylaws (the "Second Amended and Restated Bylaws"), effective as of the same date. | tengion8k.htm |
| 2013-05-31 | 8-K | 2013-05-08 | 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 (e) Compensatory Arrangements of Certain Officers. 8.01 On May 29, 2013, Ballard Spahr LLP released escrowed funds in the amount of $1.0 million (the “Escrow Amount”) to the Company upon the request of the authorized investors of the Company. | tengion8k.htm |
| 2013-05-15 | 8-K | 2013-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2013, Tengion, Inc. (the “Company”) issued a press release providing financial results for the first quarter ended March 31, 2013. | tengion8k.htm |
| 2013-04-04 | 8-K | 2013-04-02 | 3.02 Unregistered Sales of Equity Securities | 3.02 On April 2, 2013, Tengion, Inc. (the “Company”) issued 290,935 shares (the “Shares”) of restricted common stock, $0.001 par value per share (the “Common Stock”), to holders (the “Investors”) of the senior secured notes (the “Notes”) issued in connection with the Company’s private placement completed on October 2, 2012 (the “October 2012 Financing”). | tengion8k.htm |
| 2013-04-01 | 8-K | 2013-03-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 26, 2013, Tengion, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Offer Letter dated July 29, 2010 between the Company and A. Brian Davis, the Company’s Chief Financial Officer and Vice President, Finance (the “Original Offer Letter”). | tengion8k.htm |
| 2013-03-18 | 8-K | 2013-03-18 | 2.02 Results of Operations and Financial Condition | 2.02 On March 18, 2013, Tengion, Inc. (the “Company”) issued a press release providing financial results for the fourth quarter and twelve months ended December 31, 2012. | tengion8k.htm |
| 2013-02-20 | 8-K | 2013-02-15 | 3.02 Unregistered Sales of Equity Securities | 3.02 On February 15, 2013, Tengion, Inc. (the “Company”) issued 482,804 shares (the “Shares”) of restricted common stock, $0.001 par value per share (the “Common Stock”), to holders (the “Investors”) of the senior secured notes (the “Notes”) issued in connection with the Company’s private placement completed on October 2, 2012 (the “October 2012 Financing”). | tengion8k.htm |
| 2013-02-14 | 8-K | 2013-02-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 14, 2013, Tengion, Inc. (the “Company”) entered into the Amendment Agreement to the Warrants and Notes (the “Warrants and Notes Amendment”) and the Third Amendment Agreement to the Registration Rights Agreement and Facility Agreement (the “Registration Rights and Facility Amendment” and together with the Warrants and Notes Amendment, the “Amendments”), each by and among the Company and the investors (the “Investors”) in the Company’s private placement completed on October 2, 2012 (the “October 2012 Financing”). | form8k.htm |
| 2013-02-04 | 8-K | 2013-01-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 30, 2013, Tengion, Inc. (the “Company”) entered into a Second Consent and Amendment Agreement (the “Second Amendment”) with investors (the “Investors”) in the Company’s private placement completed on October 2, 2012 (the “October 2012 Financing”). | tengion8k.htm |
| 2013-01-07 | 8-K | 2013-01-07 | 7.01 Regulation FD Disclosure | 7.01 Tengion, Inc. (“Tengion”) meets from time to time with members of the investment community for purposes of providing an update on Tengion’s business. | tengion8k.htm |
| 2013-01-07 | 8-K | 2013-01-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 31, 2012, Tengion, Inc. (the “Company”) entered into a Consent and Amendment Agreement (the “Amendment”) with investors (the “Investors”) in the Company’s private placement completed on October 2, 2012 (the “October 2012 Financing”). | tengion8k.htm |
| 2012-12-21 | 8-K | 2012-12-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 19, 2012, Scott D. Flora resigned from the Board of Directors of Tengion, Inc. (the “Company”). | tengion8k.htm |
| 2012-12-03 | 8-K | 2012-11-30 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 As previously disclosed, Tengion, Inc. (the “Company”) is actively recruiting patients for its Phase I clinical trial of its Neo-Urinary Conduit product candidate and enrolling the remaining four patients for this trial. 8.01 On November 30, 2012, the Company sent a notice to holders of its senior secured convertible notes issued on October 2, 2012 that, the Company intends to issue shares of freely tradable common stock (the “Interest Shares”) in lieu of the interest payments due on January 1, 2013. | tengion8k.htm |
| 2012-11-29 | 8-K | 2012-11-26 | 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 November 26, 2012, the stockholders of Tengion, Inc. (the “Company”) approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, as further described in Item 5.07 below. 5.07 On November 26, 2012, Tengion, Inc. (the “Company”) held a special meeting of stockholders to submit the proposal below to a vote of the stockholders. | tengion8k.htm |
| 2012-10-04 | 8-K | 2012-10-02 | 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; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 1.02 On October 2, 2012, the Company and Medtronic, Inc. entered into an agreement (the “Medtronic Termination Agreement”) to terminate that certain Right of First Refusal and Right of First Negotiation Agreement dated March 1, 2011 (the “Medtronic Agreement”). 2.03 The information contained in Item 1.01 above is incorporated by reference into this Item 2.03. 3.02 The information contained in Item 1.01 above is incorporated by reference into this Item 3.02. | tengion8k.htm |
| 2012-09-11 | 8-K | 2012-09-07 | 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; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information contained in Item 1.01 above is incorporated by reference into this Item 2.03. 3.02 The information contained in Item 1.01 above is incorporated by reference into this Item 3.02. 8.01 On September 10, 2012, the Company issued a press release announcing that the sixth patient has been implanted in the Company’s ongoing Phase 1 clinical trial of its Neo-Urinary Conduit. | tengion8k.htm |
| 2012-09-06 | 8-K | 2012-09-04 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On September 4, 2012, Tengion, Inc. (the “Company”) was notified by The NASDAQ Stock Market (“NASDAQ”) of its hearing panel’s determination to delist the Company’s common stock from NASDAQ effective at the open of business on Thursday, September 6, 2012. | tengion8k.htm |
| 2012-08-14 | 8-K | 2012-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2012, Tengion, Inc. (the “Company”) issued a press release providing financial results for the second quarter ended June 30, 2012. | tengion8k.htm |
| 2012-07-19 | 8-K | 2012-07-13 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously reported, on May 15, 2012, Tengion, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the NASDAQ Stock Market (the “Staff”) notifying the Company that it did not comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing on the NASDAQ Capital Market as set forth in Listing Rule 5550(b). | tengion8k.htm |
| 2012-06-11 | 8-K | 2012-06-11 | 8.01 Other Events | 8.01 On June 11, 2012, Tengion issued a press release providing an update on its Neo-Urinary Conduit development program. | tengion8k.htm |
| 2012-06-05 | 8-K | 2012-05-30 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On May 30, 2012, Tengion, Inc. (the "Company") announced that its Board of Directors approved a reverse split of the Company’s common stock at a ratio of 1-for-10, effective June 14, 2012. | tengion8k.htm |
| 2012-05-22 | 8-K | 2012-05-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 21, 2012, Tengion, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders. | tengion8k.htm |
| 2012-05-18 | 8-K | 2012-05-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On May 15, 2012, Tengion, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the NASDAQ Stock Market (the “Staff”) notifying the Company that it did not comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing on the NASDAQ Capital Market as set forth in Listing Rule 5550(b). | tengion8k.htm |
| 2012-05-10 | 8-K | 2012-05-10 | 7.01 Regulation FD Disclosure | 7.01 Tengion, Inc. (“Tengion”) meets from time to time with members of the investment community for purposes of providing an update on Tengion’s business. | tengion8k.htm |
| 2012-05-07 | 8-K | 2012-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2012, Tengion, Inc. (the “Company”) issued a press release providing financial results for the first quarter ended March 31, 2012. | tengion8k.htm |
| 2012-04-17 | 8-K | 2012-04-17 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 Tengion, Inc. (“Tengion”) meets from time to time with members of the investment community for purposes of providing an update on Tengion’s business. 8.01 On April 17, 2012, Tengion issued a press release providing an update on its Neo-Kidney Augment and Neo-Urinary Conduit development programs. | tengion8k.htm |
| 2012-04-03 | 8-K | 2012-04-03 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On April 3, 2012, Tengion, Inc. (the “Company”) received approval from Nasdaq to transfer the listing of the Company’s common stock from The Nasdaq Global Market to The Nasdaq Capital Market. 7.01 On April 2, 2012, the Company’s board of directors approved of an amendment to the Fourth Amended and Restated Certification of Incorporation of the Company to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at any whole number ratio not less than one-for-six and not greater than one-for-ten, with the exact ratio to be set within such range in the discretion of the Board of Directors. | tengion8k.htm |
| 2012-03-26 | 8-K | 2012-03-26 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 26, 2012, Tengion, Inc. (the “Company”) issued a press release providing financial results for the fourth quarter and year ended December 31, 2011. 8.01 On March 26, 2012, the Company issued a press release providing an update on the Company’s preclinical and clinical development programs. | tengion8k.htm |
| 2012-03-20 | 8-K | 2012-03-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 14, 2012, the Board of Directors of Tengion, Inc. (the “Company”) approved an amendment and restatement of the Company’s Management Severance Plan (the “Severance Plan”). | tengion8k.htm |
| 2012-02-21 | 8-K | 2012-02-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 16, 2012, our Compensation Committee of our Board of Directors approved base salary adjustments and target performance bonuses for two of our named executive officers, Timothy Bertram, D.V.M., Ph.D., President Research and Development and Chief Scientific Officer, and A. Brian Davis, Chief Financial Officer and Vice President, Finance. | tengion8k.htm |
| 2012-01-20 | 8-K | 2012-01-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 5, 2011, John L. Miclot was appointed President, Chief Executive Officer and director of Tengion, Inc. (the “Company”). | tengion8k.htm |
| 2012-01-09 | 8-K | 2012-01-09 | 7.01 Regulation FD Disclosure | 7.01 Tengion, Inc. (“Tengion”) meets from time to time with members of the investment community for purposes of providing an update on Tengion’s business. | tengion8k.htm |
| 2011-12-09 | 8-K | 2011-12-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 5, 2011, John L. Miclot was appointed President, Chief Executive Officer and director of Tengion, Inc. (the “Company”). | tengion8k.htm |
| 2011-11-23 | 8-K | 2011-11-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 14, 2011, Tengion, Inc. (‘Tengion” or the “Company”) announced a restructuring plan (the “Restructuring”), which is designed to fund the Company's lead development programs through key milestones in 2012 while reducing the Company's anticipated cash utilization. | tengion8k.htm |
| 2011-11-14 | 8-K | 2011-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2011, Tengion, Inc. issued its third quarter 2011 press release. | tengion8k11-14.htm |
| 2011-10-11 | 8-K | 2011-10-04 | 8.01 Other Events | 8.01 On October 6, 2011, Tengion, Inc. (the "Company", "we", "us" or "our" ) announced that it received notice from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, for the last 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share required for continued inclusion on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). | tengion8k.htm |
| 2011-09-29 | 8-K | 2011-09-28 | 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 September 28, 2011, Gary Kurtzman, MD resigned from the Board of Directors of Tengion, Inc. (the “Company”). 5.07 On September 28, 2011, the Company held its 2011 Annual Meeting of Stockholders. | tengion8k.htm |
| 2011-09-13 | 8-K | 2011-09-13 | 8.01 Other Events | 8.01 On September 13, 2011, Tengion, Inc. (“Tengion”) issued a press release announcing that it had reinitiated enrollment of patients in its ongoing initial clinical trial of its lead product candidate, the Neo-Urinary Conduit™, which is being evaluated in bladder cancer patients requiring a urinary diversion following bladder removal (cystectomy). | tengion8k.htm |
| 2011-09-13 | 8-K | 2011-09-12 | 7.01 Regulation FD Disclosure | 7.01 On September 13, 2011, Tengion, Inc. (“Tengion”) will be presenting a company update at the Rodman and Renshaw 13th Annual Healthcare Conference. | form8k.htm |
| 2011-08-15 | 8-K | 2011-08-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 10, 2011, Brenda Gavin resigned from the Board of Directors of Tengion, Inc. (the “Company”). | tengion8k.htm |
| 2011-08-09 | 8-K | 2011-08-03 | 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 August 9, 2011, Tengion, Inc. (the “Company”) issued its second quarter 20101 business update and earnings release. 5.02 On August 3, 2011, the Board of Directors of the Company determined that Timothy Bertram, Chief Scientific Officer and Executive Vice President Science and Technology, will perform functions similar to that of the principal executive officer. | tengion8k.htm |
| 2011-06-30 | 8-K | 2011-06-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 30, 2011, Steven A. Nichtberger, MD, resigned as President, Chief Executive Officer and an employee of Tengion, Inc. (the “Company”) and as a member of the Board of Directors of the Company. | tengion8k.htm |
| 2011-05-25 | 8-K | 2011-05-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tengion8k.htm |
| 2011-05-12 | 8-K | 2011-05-12 | 2.02 Results of Operations and Financial Condition | 2.02 On May 12, 2011, Tengion, Inc. issued its first quarter 2011 press release. | tengion8k.htm |
| 2011-03-25 | 8-K | 2011-03-25 | 2.02 Results of Operations and Financial Condition | 2.02 On March 25, 2011, Tengion, Inc. issued a press release providing a business update and financial results for the year ended December 31, 2010. | tengion8k.htm |
| 2011-03-16 | 8-K | 2011-03-14 | 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; 3.02 Unregistered Sales of Equity Securities | 1.01 On March 14, 2011, Tengion, Inc. (the “Company”) entered into a venture loan and security agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation (“Horizon”) with the primary purpose of refinancing existing indebtedness. 2.03 The information set forth in Item 1.01 of this report is incorporated herein by reference. 3.02 The information set forth in Item 1.01 of this report is incorporated herein by reference. | tengion8k.htm |
| 2011-03-01 | 8-K | 2011-03-01 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On March 1, 2011, Tengion, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Purchasers”) pursuant to which the Company agreed to sell (a) 11,079,250 shares of common stock, $0.001 par value per share (the “Shares”) and (B) warrants (the “Warrants” and, together with the Shares, the “Securities”) to purchase 10,460,875 shares of common stock (the “Warrant Shares”). 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the unregistered sale of equity securities is incorporated by reference into this Item 3.02. | tengion8k.htm |
| 2010-12-09 | 8-K/A | 2010-10-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 19, 2010, Richard Kuntz, M.D. was elected to the Board of Directors of Tengion, Inc. (the “Company”). | tengion8ka.htm |
| 2010-11-01 | 8-K | 2010-11-01 | 2.02 Results of Operations and Financial Condition | 2.02 On November 1, 2010, Tengion, Inc. issued its third quarter 2010 press release. | tengion8k.htm |
| 2010-10-27 | 8-K | 2010-10-27 | 7.01 Regulation FD Disclosure | 7.01 On October 27, 2010, Tengion, Inc. (the “Company”) presented an update on the Company's product development portfolio and upcoming corporate milestones at its Analyst and Investor Meeting. | tengion8k.htm |
| 2010-10-21 | 8-K | 2010-10-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 19, 2010, Richard Kuntz, M.D. was elected to the Board of Directors of Tengion, Inc. (the “Company”) to fill the vacancy in the class of directors who will stand for relection at the Company’s 2011 annual meeting of shareholders. | c63078_8k.htm |
| 2010-09-13 | 8-K | 2010-09-13 | 7.01 Regulation FD Disclosure | 7.01 On September 13, 2010 Tengion, Inc. (“Tengion”) will be providing a company update at the Rodman and Renshaw 12th Annual Healthcare Conference. | tengion8k.htm |
| 2010-08-11 | 8-K | 2010-08-11 | 2.02 Results of Operations and Financial Condition | 2.02 On August 11, 2010, Tengion, Inc. issued its first quarter 2010 press release. | tengio8k.htm |
| 2010-08-03 | 8-K | 2010-08-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 1, 2010, A. Brian Davis was appointed Vice President Finance, Chief Financial Officer and Treasurer of the Company. | tengion8k.htm |
| 2010-06-23 | 8-K | 2010-06-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 23, 2010, James Nahirny resigned from the Board of Directors of Tengion, Inc. (the “Company”). | tengion8k.htm |
| 2010-05-21 | 8-K | 2010-05-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 19, 2010, our Compensation Committee of our Board of Directors approved a salary adjustment for Mark P. Stejbach, Vice President and Chief Commercial Officer and one of our Named Executive Officers. | tengion8k.htm |
| 2010-05-18 | 8-K | 2010-05-18 | 2.02 Results of Operations and Financial Condition | 2.02 On May 18, 2010, Tengion, Inc. issued its first quarter 2010 press release. | tengion8k.htm |