VIVUS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-12-12: Form 8-K; Period of report 2018-12-07; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2018-11-27: Form 8-K; Period of report 2018-11-27; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2018-11-06: Form 8-K; Period of report 2018-11-01; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2018-11-01: Form 8-K; Period of report 2018-11-01; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-12-12 | 8-K | 2018-12-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously reported on Form 8-K, on July 31, 2013, VIVUS, Inc., or VIVUS, entered into a Commercial Supply Agreement with Sanofi Chimie, a wholly owned subsidiary of Sanofi, pursuant to which Sanofi Chimie will manufacture and supply the active pharmaceutical ingredient, or API, for VIVUS’ drug avanafil. | a18-41408_18k.htm |
| 2018-11-27 | 8-K | 2018-11-27 | 7.01 Regulation FD Disclosure | 7.01 In connection with a series of meetings, VIVUS, Inc. will be distributing and presenting the slides attached hereto as Exhibit 99.1; such slides are incorporated by reference herein. | a18-40734_18k.htm |
| 2018-11-06 | 8-K | 2018-11-01 | 2.02 Results of Operations and Financial Condition | 2.02 On November 1, 2018, VIVUS, Inc., or the Company, conducted a conference call during which members of its senior management team discussed financial results for the third quarter ended September 30, 2018, a business update and certain other information. | a18-39615_18k.htm |
| 2018-11-01 | 8-K | 2018-11-01 | 2.02 Results of Operations and Financial Condition | 2.02 On November 1, 2018, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the third quarter ended September 30, 2018, a business update and certain other information. | a18-39355_18k.htm |
| 2018-10-29 | 8-K | 2018-10-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 26, 2018, the Board of Directors, or the Board, of VIVUS, Inc., or the Company, appointed Karen Ferrell and Edward R. Kangas as directors of the Company. | a18-37269_18k.htm |
| 2018-10-17 | 8-K | 2018-10-11 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 17, 2018, the Company settled a purchase of approximately $8.6 million outstanding principal amount of its Convertible Notes from a holder in a private transaction at a purchase price discounted to par. | a18-36851_18k.htm |
| 2018-09-26 | 8-K | 2018-09-25 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. 8.01 On September 25, 2018, the Company received notification from the staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) that the Company regained compliance with Listing Rule 5550(a)(2) (the “Rule”), which requires a minimum bid price of $1.00 per share. | a18-35082_18k.htm |
| 2018-09-21 | 8-K | 2018-09-21 | 8.01 Other Events | 8.01 On September 21, 2018, VIVUS, Inc. issued a press release titled “VIVUS Supports the Cystic Fibrosis Community Through Sponsorship of and Participation in the Cystic Fibrosis Foundation’s CF Climb.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a18-31237_18k.htm |
| 2018-09-10 | 8-K | 2018-09-07 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 3.03 To the extent required by Item 3.03 of Form 8-K, the information set forth below under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.03 On September 7, 2018, effective as of 12:01 a.m. 7.01 On September 10, 2018, the Company issued a press release announcing the Company’s 1-for-10 reverse stock split. | a18-27155_18k.htm |
| 2018-09-07 | 8-K | 2018-09-07 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On September 7, 2018, VIVUS, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). 8.01 On September 7, 2018, the Company’s board of directors approved a 1-for-10 reverse stock split of the Company’s common stock. | a18-27128_18k.htm |
| 2018-08-27 | 8-K | 2018-08-27 | 8.01 Other Events | 8.01 On August 27, 2018, VIVUS, Inc. issued a press release titled “VIVUS Reports Data Supporting the Cardiovascular Safety of Qsymia®.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a18-21176_18k.htm |
| 2018-08-21 | 8-K | 2018-08-21 | 7.01 Regulation FD Disclosure | 7.01 In connection with a series of meetings, VIVUS, Inc. will be distributing and presenting the slides attached hereto as Exhibit 99.1; such slides are incorporated by reference herein. | a18-19110_18k.htm |
| 2018-08-10 | 8-K | 2018-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2018, VIVUS, Inc., or the Company, conducted a conference call during which members of its senior management team discussed financial results for the second quarter ended June 30, 2018, a business update and certain other information. | a18-18657_18k.htm |
| 2018-08-09 | 8-K | 2018-08-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 3, 2018, the Compensation Committee of the Board of Directors of VIVUS, Inc., or the Company, authorized and approved a Supplemental Cash Bonus Plan, or the Plan. | a18-18566_18k.htm |
| 2018-08-07 | 8-K | 2018-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2018, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the second quarter ended June 30, 2018, a business update and certain other information. | a18-18366_18k.htm |
| 2018-08-06 | 8-K | 2018-08-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On August 3, 2018, the Board of Directors of VIVUS, Inc., or the Company, appointed Kenneth Suh to serve as the Company’s President, effective immediately. 7.01 On August 6, 2018, VIVUS, Inc. issued a press release titled “VIVUS Appoints Kenneth Suh as President.” A copy of the press release is attached hereto as Exhibit 99.1. | a18-18322_18k.htm |
| 2018-07-10 | 8-K | 2018-07-10 | 8.01 Other Events | 8.01 On July 10, 2018, VIVUS, Inc. issued a press release titled “VIVUS Announces Positive Results from a Phase 1 Clinical Trial of VI-0106.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | a18-17019_18k.htm |
| 2018-06-19 | 8-K | 2018-06-15 | 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 February 26, 2018, VIVUS, Inc., or the Company, and Allan L. Shaw entered into a Consulting Agreement, or the Consulting Agreement, effective February 1, 2018. | a18-15521_18k.htm |
| 2018-06-11 | 8-K | 2018-06-08 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 On June 8, 2018, the Company closed on the previously disclosed PANCREAZE Acquisition pursuant to the Asset Purchase Agreement (the “Asset Purchase Agreement”) between the Company and Janssen Pharmaceuticals, Inc. for a purchase price of $135 million in cash. 2.03 The information contained under Item 1.01 regarding the Notes and the Athyrium Warrants above is hereby incorporated by reference in its entirety into this Item 2.03. 3.02 The information contained above in Item 1.01 regarding the Athyrium Warrants is hereby incorporated by reference into this Item 3.02. 7.01 On June 11, 2018, the Company issued a press release announcing the closing of the PANCREAZE Acquisition and the financing transaction relating to the Notes and the Athyrium Warrants. | a18-15085_18k.htm |
| 2018-05-18 | 8-K | 2018-05-17 | 8.01 Other Events | 8.01 On May 17, 2018, VIVUS, Inc., or the Company, received a letter from the Nasdaq Stock Market LLC, or Nasdaq, informing the Company that the Nasdaq Hearings Panel granted the Company’s request for continued listing subject to the condition that, on or before October 1, 2018, the Company must have effected a reverse stock split and evidenced a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days. | a18-13816_18k.htm |
| 2018-05-14 | 8-K | 2018-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2018, VIVUS, Inc., or the Company, conducted a conference call during which members of its senior management team discussed financial results for the first quarter ended March 31, 2018, a business update and certain other information. | a18-13430_18k.htm |
| 2018-05-08 | 8-K | 2018-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2018, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the first quarter ended March 31, 2018, a business update and certain other information. | a18-13068_18k.htm |
| 2018-05-04 | 8-K | 2018-04-30 | 5.08 Shareholder Director Nominations; 8.01 Other Events | 5.08 To the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08. 8.01 VIVUS, Inc., or the Company, will hold its 2018 Annual Meeting of Stockholders, or the 2018 Annual Meeting, on September 7, 2018. | a18-12737_18k.htm |
| 2018-05-01 | 8-K | 2018-04-30 | 1.01 Entry into a Material Definitive Agreement; 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; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained above in Item 1.01 regarding the Note Purchase Agreement and the Athyrium Warrants and below in Item 8.01 regarding the Willow Stock Purchase Agreement and the Willow Warrants is hereby incorporated by reference into this Item 3.02. 5.02 (b) Effective April 30, 2018, Mr. Thomas B. King departed from the position of interim Chief Executive Officer. 7.01 In a press release issued on April 30, 2018, the Company announced changes to its executive leadership team and other related matters. 8.01 On April 30, 2018, the Company, Willow Biopharma Inc., a business corporation organized under the laws of Canada (“Willow”) and the shareholders of Willow, including John Amos and M. Scott Oehrlein (the “Willow Sellers”), entered into a stock purchase agreement (the “Stock Purchase Agreement”). | a18-12474_18k.htm |
| 2018-04-05 | 8-K | 2018-04-03 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 3, 2018, VIVUS, Inc., or the Company, received a letter from The Nasdaq Stock Market LLC, or Nasdaq, indicating that the Company did not regain compliance with the $1.00 per share bid price requirement for continued listing, as set forth in Nasdaq Listing Rule 5450(a)(1), by the previously established deadline of April 2, 2018. | a18-9639_18k.htm |
| 2018-03-13 | 8-K | 2018-03-09 | 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 February 26, 2018, VIVUS, Inc., or the Company, and Allan L. Shaw entered into a Consulting Agreement, or the Consulting Agreement, effective February 1, 2018. | a18-8143_18k.htm |
| 2018-03-13 | 8-K | 2018-03-13 | 2.02 Results of Operations and Financial Condition | 2.02 On March 13, 2018, VIVUS, Inc., or the Company, issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2017, a business update and certain other information. | a18-8001_18k.htm |
| 2018-03-02 | 8-K | 2018-02-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 26, 2018, VIVUS, Inc., or the Company, and Allan L. Shaw entered into a Consulting Agreement, or the Consulting Agreement, effective February 1, 2018. | a18-7321_28k.htm |
| 2018-03-01 | 8-K | 2018-02-23 | 3.02 Unregistered Sales of Equity Securities | 3.02 As previously disclosed, on January 29, 2018, VIVUS, Inc., or the Company, entered into a letter agreement with Torreya Capital, LLC, or Torreya, to provide strategic advisory services to the Company in connection with the acquisition of commercial assets and, if requested by the Company, other strategic advisory services. | a18-7321_18k.htm |
| 2018-02-06 | 8-K | 2018-02-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 2, 2018, the Compensation Committee of the Board of Directors, or the Compensation Committee, of VIVUS, Inc., or the Company, met to review the equity compensation of the Company’s employees, including its executive officers, or the Compensation Committee Meeting. | a18-5466_18k.htm |
| 2018-02-02 | 8-K | 2018-01-29 | 3.02 Unregistered Sales of Equity Securities | 3.02 On January 29, 2018, VIVUS, Inc., or the Company, entered into a letter agreement with Torreya Capital, LLC, or Torreya, to provide strategic advisory services to the Company in connection with the acquisition of commercial assets and, if requested by the Company, other strategic advisory services. | a18-5247_18k.htm |
| 2018-01-30 | 8-K | 2018-01-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 26, 2018, the Compensation Committee of the Board of Directors, or the Compensation Committee, of VIVUS, Inc., or the Company, met to conduct its annual review of the compensation of the Company’s employees, including its executive officers, or the Annual Compensation Meeting. | a18-4006_18k.htm |
| 2018-01-08 | 8-K | 2018-01-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 2, 2018, the board of directors, or the Board, of VIVUS, Inc., or the Company, approved changes to the cash compensation arrangement for the Board, such that certain non-employee directors will also receive the following: the Chairman of the Corporate Development Committee will receive an additional $17,500 per year and members of the Corporate Development Committee (other than the Chairman of such Committee) will receive an additional $8,750 per year. | a18-2378_18k.htm |
| 2018-01-08 | 8-K/A | 2017-12-24 | 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, Thomas B. King was appointed by the board of directors, or the Board, of VIVUS, Inc., or the Company, to serve as the interim Chief Executive Officer of the Company, effective December 31, 2017. | a18-2378_28ka.htm |