VIVUS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-12-27: Form 8-K; Period of report 2013-12-20; Description 8.01 Other Events; Details 8.01.
- 2013-12-20: Form 8-K; Period of report 2013-12-16; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2013-12-12: Form 8-K; Period of report 2013-12-11; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
- 2013-11-21: Form 8-K; Period of report 2013-11-18; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-12-27 | 8-K | 2013-12-20 | 8.01 Other Events | 8.01 As previously reported, VIVUS, Inc., or the Company, had submitted to the Committee for Medicinal Products for Human Use, or CHMP, of the European Medicines Agency, or EMA, a request for scientific advice regarding use of a pre-specified interim analysis from the AQCLAIM cardiovascular outcomes trial, or AQCLAIM/OB-401, to support the resubmission of the marketing authorization application, or MAA, for approval in Europe of Qsiva™ for obesity under the centralized procedure. | a13-27171_18k.htm |
| 2013-12-20 | 8-K | 2013-12-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 16, 2013, the Board of Directors of VIVUS, Inc., or the Company, appointed Svai Sanford, the Company’s interim Chief Financial Officer and principal financial officer, to serve as the Company’s principal accounting officer effective December 16, 2013. | a13-26807_18k.htm |
| 2013-12-12 | 8-K | 2013-12-11 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 In a press release issued on December 12, 2013, VIVUS announced its entry into the License Agreement. | a13-26155_18k.htm |
| 2013-11-21 | 8-K | 2013-11-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a13-24844_18k.htm |
| 2013-11-13 | 8-K | 2013-11-13 | 8.01 Other Events | 8.01 On November 13, 2013, VIVUS, Inc., or VIVUS, issued a press release titled “VIVUS Announces Issuance of Two Key U.S. Patents for Qsymia; Patent Coverage for Qsymia Extended to 2029.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a13-24222_18k.htm |
| 2013-11-12 | 8-K | 2013-11-12 | 7.01 Regulation FD Disclosure | 7.01 Barbara Troupin, MD, VP, Scientific Communication & Risk Management of VIVUS, Inc., or the Company, will participate in a preconference meeting at Obesity Week 2013 — Annual Scientific Meeting of The Obesity Society in Atlanta, Georgia on Tuesday, November 12, 2013 at 12:00 pm ET. | a13-24088_18k.htm |
| 2013-11-07 | 8-K | 2013-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2013, VIVUS, Inc., or the Company, conducted a conference call during which members of its senior management team discussed financial results for the third quarter and nine months ended September 30, 2013, a business update, a cost reduction plan and certain other information. | a13-23769_18k.htm |
| 2013-11-05 | 8-K | 2013-10-30 | 2.02 Results of Operations and Financial Condition; 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 | 2.02 On November 5, 2013, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the third quarter and nine months ended September 30, 2013, a business update, a cost reduction plan and certain other information. 2.05 On October 30, 2013, as part of the Company’s ongoing efforts to reduce costs by eliminating expenses that are not essential to expanding the use of Qsymia®, the Board of Directors of the Company committed to implementing a cost reduction plan which will reduce the Company’s workforce by approximately 20 employees in the fourth quarter of 2013. 5.02 On November 4, 2013, the Company and Timothy E. Morris entered into a letter agreement, or the Letter Agreement, in connection with the Amended and Restated Change of Control and Severance Agreement by and between the Company and Mr. Morris, effective as of July 1, 2013, or the Severance Agreement. | a13-23594_18k.htm |
| 2013-10-15 | 8-K | 2013-10-15 | 7.01 Regulation FD Disclosure | 7.01 On October 15, 2013, VIVUS, Inc., or the Company, participated in meetings during which members of its senior management team discussed business highlights and events, corporate priorities, prescription data, the commercialization of Qsymia®, the European strategy for Qsiva™, STENDRA™/SPEDRA™ partnerships, and certain other information. | a13-22211_18k.htm |
| 2013-10-11 | 8-K | 2013-10-10 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 In a press release issued on October 11, 2013, the Company announced its entry into the License Agreement and the Supply Agreement. | a13-22096_18k.htm |
| 2013-09-27 | 8-K | 2013-09-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 25, 2013, Peter Y. Tam tendered his resignation from his position as President of VIVUS, Inc., or the Company, effective October 12, 2013. | a13-21308_18k.htm |
| 2013-09-20 | 8-K | 2013-09-20 | 8.01 Other Events | 8.01 On September 20, 2013, VIVUS, Inc., or VIVUS, issued a press release titled “VIVUS Updates European Filing Strategy for Qsiva.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a13-20376_18k.htm |
| 2013-09-06 | 8-K/A | 2013-07-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on August 31, 2013, Anthony P. Zook resigned from the position of Chief Executive Officer of VIVUS, Inc., or the Company, and from the board of directors, or the Board, of the Company effective as of September 3, 2013. | a13-20301_18ka.htm |
| 2013-09-04 | 8-K | 2013-08-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 31, 2013, Anthony P. Zook resigned from the position of Chief Executive Officer of VIVUS, Inc, or the Company, and from the board of directors, or the Board, of the Company effective as of September 3, 2013. | a13-20166_18k.htm |
| 2013-08-19 | 8-K | 2013-08-14 | 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 August 14, 2013, the Board of Directors of VIVUS, Inc., or the Company, approved changes to the cash and equity compensation arrangement for the Company’s non-employee directors. 5.07 On August 14, 2013, the Company, held its reconvened 2013 Annual Meeting of Stockholders, or the Annual Meeting. | a13-18739_28k.htm |
| 2013-08-09 | 8-K | 2013-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2013, VIVUS, Inc. conducted a conference call during which members of its senior management team discussed financial results for the second quarter and six months ended June 30, 2013 and certain other information. | a13-18336_18k.htm |
| 2013-08-06 | 8-K | 2013-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2013, VIVUS, Inc. issued a press release regarding its financial results for the second quarter and six months ended June 30, 2013 and certain other information. | a13-18002_18k.htm |
| 2013-08-02 | 8-K | 2013-07-31 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 In a press release issued on August 1, 2013, the Company announced its entry into the Supply Agreement. | a13-16047_228k.htm |
| 2013-07-31 | 8-K/A | 2013-07-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 25, 2013, the Board of Directors, or the Board, of VIVUS, Inc., or the Company, appointed directors to the Board’s Audit Committee, Compensation Committee and Nominating and Governance Committee. | a13-16047_218ka.htm |
| 2013-07-29 | 8-K | 2013-07-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 23, 2013, VIVUS, Inc., or the Company, entered into the Fourth Amendment, or the Amendment, to the Agreement dated as of December 28, 2000 between the Company and Mitsubishi Tanabe Pharma Corporation, formerly Tanabe Seiyaku Co., Ltd., or MTPC, which among other things changes the definition of net sales used to calculate royalties owed by the Company to MTPC. | a13-17478_18k.htm |
| 2013-07-24 | 8-K | 2013-07-18 | 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 | 5.02 On July 18, 2013, VIVUS, Inc. (the “Company”), First Manhattan Co. (“First Manhattan”) and Peter Y. Tam entered into a letter agreement (the “Letter Agreement”) in connection with the Amended and Restated Change of Control and Severance Agreement by and between the Company and Mr. Tam, effective as of July 1, 2013 (the “Severance Agreement”). 5.03 (a) On July 18, 2013, the Board amended the Company’s Amended and Restated Bylaws to (i) increase the authorized number of directors from nine to eleven, effective as of July 18, 2013 and (ii) to authorize the Board to authorize the chairman of a meeting of the stockholders to adjourn the meeting, whether or not a quorum is present. | a13-17159_18k.htm |
| 2013-07-19 | 8-K | 2013-07-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a13-16047_158k.htm |
| 2013-07-09 | 8-K | 2013-07-09 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 In a press release issued on July 9, 2013, the Company announced its entry into the License Agreement and the Supply Agreement. | a13-16328_18k.htm |
| 2013-07-08 | 8-K | 2013-07-01 | 8.01 Other Events | 8.01 VIVUS, Inc., or VIVUS, entered into an Amendment to the Preferred Savings Grid Rebate Program Agreement with Express Scripts, Inc., or ESI, whereby effective July 1, 2013 Qsymia® will be available in either a tier-2 or tier-3 position for those clients of ESI that offer obesity drugs in their benefit design. | a13-16047_48k.htm |
| 2013-07-05 | 8-K | 2013-07-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 3, 2013, the Company entered into an Amended and Restated Change of Control and Severance Agreement, or an Amended Agreement, effective as of July 1, 2013, with each of the afore-mentioned named executive officers. | a13-16047_28k.htm |
| 2013-06-26 | 8-K | 2013-06-26 | 8.01 Other Events | 8.01 On June 26, 2013, VIVUS, Inc., or VIVUS, issued a press release titled “VIVUS Announces SPEDRA (Avanafil) Approval in Europe.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a13-15628_18k.htm |
| 2013-06-19 | 8-K | 2013-06-19 | 8.01 Other Events | 8.01 On June 19, 2013, VIVUS, Inc., or VIVUS, issued a press release titled “VIVUS Announces Study Results Showing STENDRA (Avanafil) is Effective for Sexual Activity within 15 Minutes in Men with Erectile Dysfunction (ED).” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a13-15119_18k.htm |
| 2013-05-31 | 8-K | 2013-05-29 | 8.01 Other Events | 8.01 On May 29, 2013, in connection with VIVUS, Inc.’s previously announced sale of $220 million aggregate principal amount of 4.50% Convertible Senior Notes due May 1, 2020 (the “Firm Notes”) pursuant to that certain purchase agreement (the “Purchase Agreement”), dated May 15, 2013, between VIVUS and Deutsche Bank Securities Inc., as representative of the initial purchasers named therein (the “Initial Purchasers”), the Initial Purchasers exercised in full their option to purchase an additional $30 million aggregate principal amount of the 4.50% Convertible Senior Notes due May 1, 2020 (the “Optional Notes” and, together with the Firm Notes, the “Notes”). | a13-14198_18k.htm |
| 2013-05-21 | 8-K | 2013-05-21 | 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 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | a13-12950_18k.htm |
| 2013-05-16 | 8-K | 2013-05-15 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 In a press release issued on May 16, 2013, the Company announced the pricing of the Notes Offering. | a13-12664_18k.htm |
| 2013-05-15 | 8-K | 2013-05-15 | 7.01 Regulation FD Disclosure | 7.01 In a press release issued on May 15, 2013, VIVUS, Inc. announced that it had commenced an offering of $200 million aggregate principal amount of convertible senior unsecured notes due May 1, 2020 through one or more initial purchasers in a private placement. | a13-11627_28k.htm |
| 2013-05-13 | 8-K | 2013-05-09 | 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; 8.01 Other Events | 5.02 (d) On May 9, 2013, the Board of Directors, or the Board, of VIVUS, Inc., or the Company or VIVUS, appointed J. Martin Carroll and Jorge Plutzky, M.D. as directors of the Company. 5.03 (a) In connection with Mr. Carroll and Dr. Plutzky’s appointment as directors, the Board amended the Company’s Amended and Restated Bylaws to increase the authorized number of directors from seven to nine, effective as of May 9, 2013. 8.01 On May 13, 2013, the Company issued a press release regarding Mr. Carroll and Dr. Plutzky’s appointment to the Company’s Board. | a13-12238_18k.htm |
| 2013-05-09 | 8-K | 2013-05-08 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 8, 2013, VIVUS, Inc., or VIVUS, conducted a conference call during which members of its senior management team discussed financial results for the first quarter ended March 31, 2013 and certain other information. 8.01 On May 8, 2013, VIVUS, Inc. conducted a conference call during which members of its senior management team discussed financial results for the first quarter ended March 31, 2013 and certain other information. | a13-11983_18k.htm |
| 2013-05-08 | 8-K | 2013-05-08 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 8, 2013, VIVUS, Inc., or VIVUS, issued a press release regarding its financial results for the first quarter ended March 31, 2013 and certain other information. 8.01 On May 8, 2013, VIVUS issued a press release regarding its financial results for the first quarter ended March 31, 2013 and certain other information. | a13-11885_18k.htm |
| 2013-05-07 | 8-K | 2013-05-07 | 8.01 Other Events | 8.01 On May 7, 2013, VIVUS, Inc., or VIVUS, issued a press release titled “VIVUS Announces Richard Fante, Former President U.S. and CEO North America, AstraZeneca, to Serve as Senior Advisor.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a13-11743_18k.htm |
| 2013-04-30 | 8-K | 2013-04-26 | 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; 8.01 Other Events | 5.02 (d) On April 26, 2013, the Board of Directors, or the Board, of VIVUS, Inc., or the Company or VIVUS, appointed Robert N. Wilson as a director of the Company. 5.03 (a) In connection with Mr. Wilson’s appointment as a director, the Board amended the Company’s Amended and Restated Bylaws to increase the authorized number of directors from six to seven, effective as of April 26, 2013. 8.01 On April 30, 2013, the Company issued a press release regarding Mr. Wilson’s appointment to the Company’s Board. | a13-11154_18k.htm |
| 2013-04-30 | 8-K | 2013-04-30 | 8.01 Other Events | 8.01 In connection with VIVUS, Inc.’s attendance at the Needham 12th Annual Healthcare Conference, VIVUS will be distributing and presenting the slides attached hereto as Exhibit 99.1; such slides are incorporated by reference herein. | a13-11154_28k.htm |
| 2013-04-26 | 8-K | 2013-04-26 | 8.01 Other Events | 8.01 On April 26, 2013, VIVUS, Inc., or VIVUS, issued a press release titled “VIVUS Announces Positive Recommendation from CHMP Supporting Avanafil Approval in Europe.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a13-10943_18k.htm |
| 2013-04-19 | 8-K | 2013-04-19 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 VIVUS, Inc., or the Company, is reporting in this Form 8-K operating metrics related to the Company’s product, Qsymia® (phentermine and topiramate extended-release), which are based on data available to the Company as of March 31, 2013. 7.01 The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. | a13-10369_18k.htm |
| 2013-04-16 | 8-K | 2013-04-16 | 8.01 Other Events | 8.01 On April 16, 2013, VIVUS, Inc., or VIVUS, issued a press release titled “VIVUS Announces FDA Approval of Qsymia REMS Modification Allowing Access Through Certified Retail Pharmacies.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a13-10160_18k.htm |
| 2013-03-26 | 8-K | 2013-03-25 | 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; 8.01 Other Events | 1.01 On March 25, 2013, VIVUS, Inc., or the Company, entered into the Purchase and Sale Agreement, or the Agreement, effective as of March 25, 2013 between the Company and BioPharma Secured Investments III Holdings Cayman LP, a Cayman Islands exempted limited partnership, or BioPharma, providing for the purchase of a debt-like instrument. 2.03 The information contained in Item 1.01 above is hereby incorporated by reference. 8.01 On March 26, 2013, the Company issued a press release titled “VIVUS Announces $110 Million Synthetic Capped Royalty Financing.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a13-8770_18k.htm |
| 2013-03-08 | 8-K | 2013-03-08 | 8.01 Other Events | 8.01 On March 8, 2013, VIVUS, Inc. issued a press release titled “VIVUS Confirms Receipt of Notice of Nomination from First Manhattan Co.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a13-7110_18k.htm |
| 2013-03-07 | 8-K | 2013-03-05 | 8.01 Other Events | 8.01 On March 5, 2013, VIVUS, Inc. issued a press release titled “VIVUS Announces New Qsymia Offer.” A copy of the press release is attached hereto as Exhibit 99.1. | a13-6925_18k.htm |
| 2013-03-01 | 8-K | 2013-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2013, VIVUS, Inc. conducted a conference call during which members of its senior management team discussed financial results for the fourth quarter and year ended December 31, 2012 and certain other information. | a13-6365_18k.htm |
| 2013-02-25 | 8-K | 2013-02-25 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 25, 2013, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2012 and certain other information. 7.01 The information contained under the heading “Other Information” in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. | a13-5999_18k.htm |
| 2013-02-25 | 8-K | 2013-02-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 21, 2013, VIVUS, Inc., or the Company, entered into the Third Amendment, or the Amendment, to the Agreement dated as of December 28, 2000 between the Company and Mitsubishi Tanabe Pharma Corporation, formerly Tanabe Seiyaku Co., Ltd., or MTPC, which among other things expands the rights of the Company or its sublicensees to enforce the patents licensed under the Agreement against alleged infringement and clarifies the rights and duties of the parties and the Company’s sublicensees upon termination of the Agreement. | a13-5864_18k.htm |
| 2013-02-21 | 8-K | 2013-02-21 | 8.01 Other Events | 8.01 On February 21, 2013, VIVUS, Inc. issued a press release titled “VIVUS Receives Decision Regarding Qsiva Appeal.” A copy of the press release is attached hereto as Exhibit 99.1. | a13-5820_18k.htm |
| 2013-01-30 | 8-K | 2013-01-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 25, 2013, the Compensation Committee of the Board of Directors, or the Compensation Committee, of VIVUS, Inc., or the Company, approved changes to the equity compensation arrangement for the Company’s non-employee directors, with the existing cash compensation arrangement remaining unchanged. | a13-3957_18k.htm |
| 2013-01-07 | 8-K | 2013-01-07 | 7.01 Regulation FD Disclosure | 7.01 In connection with the Company’s attendance at the 31st Annual JP Morgan Healthcare Conference to be held in San Francisco, CA commencing on January 7, 2013, the Company will be distributing and presenting the slides attached as Exhibit 99.1 to this report. | a13-2128_18k.htm |
| 2013-01-07 | 8-K | 2013-01-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 VIVUS, Inc., or the Company, is providing the following information regarding its business. 7.01 The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. | a13-2128_28k.htm |