ZNOMICS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-11-15: Form 8-K; Period of report 2013-11-11; Description 2.01 Completion of Acquisition or Disposition of Assets; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2013-11-01: Form 8-K; Period of report 2013-10-30; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 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 1.01.
- 2013-07-25: Form 8-K; Period of report 2013-07-22; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2013-03-28: Form 8-K; Period of report 2013-03-28; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-11-15 | 8-K | 2013-11-11 | 2.01 Completion of Acquisition or Disposition of Assets; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 The disclosures set forth in Item 5.03 below are hereby incorporated by reference into this Item 2.01. 5.03 Effective as of November 11, 2013, Znomics, Inc., a Nevada corporation (the “Company”), filed Articles of Merger with the Secretary of State of the State of Nevada, pursuant to which Williston Holding Company, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“WHC”), merged with and into the Company, with the Company surviving the merger (the “Merger”). | v360783_8k.htm |
| 2013-11-01 | 8-K | 2013-10-30 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 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 | 1.01 Entry into a Material Definitive Agreement. 2.01 The disclosures set forth in Item 1.01 above are hereby incorporated by reference into this Item 2.01. 3.02 The disclosures set forth in Item 1.01 above are hereby incorporated by reference into this Item 3.01. 5.01 The disclosures set forth in Item 1.01 above are hereby incorporated by reference into this Item 5.01. 5.02 At the effective time of the Merger, Znomics’ Board of Directors was reconstituted by the appointment of Gary O. Benson, James R. Jundt, Marcus E. Jundt, Michael L. Snow and Zachary Snow as directors, all of whom were directors of WHC immediately prior to the Merger, and the resignations of John C. Bergstrom, Tony J. Christianson, Kerry D. Rea, and Gordon F. Stofer from their roles as directors of Znomics. 5.03 On October 30, 2013, Znomics filed an amendment (the “Amendment”) to its Articles of Incorporation with the Nevada Secretary of State. | v359029_8-k.htm |
| 2013-07-25 | 8-K | 2013-07-22 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On July 1, 2013, the practice of Moquist Thorvilson Kauffmann LLC (“MTK”), which was engaged as the independent registered public accounting firm of Znomics, Inc. (the “Company”) was combined with BDO USA, LLP (“BDO”) and the professional staff and partners of MTK joined BDO either as employees or partners of BDO. | f8k_072513.htm |
| 2013-03-28 | 8-K | 2013-03-28 | 8.01 Other Events | 8.01 On March 28, 2013, by written action, the Board of Directors of Znomics, Inc. (the "Company") resolved to begin voluntary filings of financial information with the OTC Markets Group through their OTC Disclosure & News Service. | f8k_032913.htm |
| 2012-11-21 | 8-K | 2012-11-19 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. 1.02 On November 20, 2012, the Merger Agreement was terminated by the Company and iScience pursuant to a provision of the Merger Agreement that permitted either party to terminate if the closing thereof had not occurred as of November 15, 2012. | f8k_111912.htm |
| 2012-09-10 | 8-K | 2012-09-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k_091012.htm |
| 2010-02-11 | 8-K | 2010-01-04 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of 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; 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 | 1.01 On February 10, 2010, Znomics, Inc. (the “Company”) obtained a letter agreement from Mark Philip (the “Philip Letter Agreement”). 1.02 The disclosure in Item 1.01 above relating to the Cascade Letter Agreement and cancellation of certain warrant agreements is incorporated herein by reference. 2.01 The disclosure in Item 1.01 above relating to the Stock Purchase Agreement and related transactions is incorporated herein by reference. 2.03 The disclosure in Item 1.01 above relating to the Company’s payment of $25,000 to David N. Baker pursuant to the Cascade Letter Agreement, which payment was made January 4, 2010, and the Company’s potential obligations under the Discretionary Advance Secured Promissory Notes is incorporated herein by reference. 3.02 The disclosure in Item 1.01 above relating to the Company’s issuance of Shares under the Stock Purchase Agreement and the Company’s issuance of shares in connection with the cancellation of certain warrants is incorporated herein by reference. 3.03 The disclosure in Item 1.01 above relating to the cancellation of certain warrants, the underlying stock of which is registered on the Company’s Registration Statement on Form S-1, File No. 333-148220, is incorporated herein by reference. 5.01 The disclosure in Item 1.01 above relating to the Stock Purchase Agreement and related transactions is incorporated herein by reference. 5.02 On February 10, 2010, Mark Philip and Richard Sessions resigned as directors, Stephen Kurtz resigned as Secretary and director, Dwight Sangrey resigned as Chairman, Chief Executive Officer and director and Kerry D. Rea resigned as Chief Financial Officer. | f8k_021010.htm |
| 2009-10-22 | 8-K | 2009-10-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 18, 2009, Dr. Mark A. Philip. | f8k_102209.htm |
| 2009-09-09 | 8-K/A | 2009-09-02 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On September 23, 2008, Znomics Inc. (the “Company”) filed a Current Report on Form 8-K in which it announced dismissal of Moore & Associates, Chartered, the independent registered public accounting firm previously engaged as the principal accountant to audit the Company’s financial statements and the Company approved the engagement of Carver Moquist & O’Connor, LLC, an independent registered public accounting firm, as the new principal accountant to audit the Company’s financial statements. | f8ka_090909.htm |
| 2009-06-08 | 8-K | 2009-06-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 3, 2009, Dr. Bruce A. Beutel, PhD resigned as the Chief Scientific Officer of Znomics, Inc., effective immediately. | f8k_060809.htm |
| 2009-06-01 | 8-K | 2009-05-26 | 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 | 5.02 On May 26, 2009, we issued Mark Philip, president, chief executive officer and director, Bruce Beutel, chief scientific officer, Kerry Rea, chief financial officer, and Stephen Kurtz, corporate secretary and director, a warrant to purchase 625,780, 347,650, 243,350 and 225,000 shares, respectively, of our common stock with an exercise price of $0.03 per share, the fair market value consistent with the 2002 stock incentive plan. | f8k_060109.htm |
| 2009-05-05 | 8-K | 2009-04-29 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | f8k_050509.htm | |
| 2009-04-17 | 8-K | 2009-04-13 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 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; 8.01 Other Events | 5.02 Our compensation committee approved changes in the compensation for our officers effective April 14, 2009. 8.01 We have determined that given the current financing environment, neither the potential equity financing by FirstPoint (that has been previously disclosed) nor any other financing that would enable us to continue operations is likely to be consummated. | f8k_041709.htm |
| 2009-03-19 | 8-K | 2009-03-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 13, 2009, Znomics, Inc. (the “Company”) issued to Triangle Holdings VI, LLC (“Triangle”) a senior secured promissory note (the “note”) with an aggregate principal amount of $200,000. | f8k_031909.htm |
| 2009-02-25 | 8-K | 2009-02-24 | 8.01 Other Events | 8.01 On February 24, 2009, Znomics, Inc. (the “Company”) and FirstPoint Biotech, Inc. (“FirstPoint”) signed a non-binding letter of intent (the “LOI”), related to a possible equity investment by FirstPoint in the Company. | f8k_022509.htm |
| 2009-02-19 | 8-K | 2009-02-18 | 8.01 Other Events | 8.01 As previously disclosed, Znomics, Inc. (the “Company”) will require an additional $2 to $4 million in financing to support operations through year-end; however, given the downturn in the capital markets (particularly for early-stage biotechnology companies like us), the Company has been unable to consummate such a financing. | f8k_021809.htm |
| 2009-01-08 | 8-K | 2009-01-05 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 5, 2009, Znomics, Inc. (the “Company”) and the President and Fellows of Harvard College (“Harvard”) entered into a Biological Material Agreement (the “Agreement”) pursuant to which frozen sperm samples and copies of the Company’s ZeneMark library and genetic databases (together, the “Materials”), were transferred to Harvard. | f8k_010809.htm |
| 2008-12-05 | 8-K | 2008-12-05 | 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; 8.01 Other Events | f8k_120508.htm | |
| 2008-10-21 | 8-K | 2008-09-30 | 7.01 Regulation FD Disclosure | f8k_102108.htm | |
| 2008-10-14 | 8-K | 2008-10-10 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | f8k_101408.htm | |
| 2008-09-23 | 8-K | 2008-09-18 | 1.01 Entry into a Material Definitive Agreement; 4.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | f8k_092308.htm | |
| 2008-09-09 | 8-K | 2008-06-30 | 8.01 Other Events | f8k_090908.htm | |
| 2008-08-20 | 8-K | 2008-08-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | f8k_082008.htm | |
| 2008-07-11 | 8-K | 2008-07-09 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | mainbody.htm | |
| 2008-06-18 | 8-K | 2008-06-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | mainbody.htm | |
| 2008-06-11 | 8-K | 2008-06-05 | 5.01 Changes in Control of Registrant | mainbody.htm | |
| 2008-05-19 | 8-K | 2008-05-16 | 7.01 Regulation FD Disclosure | mainbody.htm | |
| 2008-04-15 | 8-K/A | 2007-11-05 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 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 | mainbody.htm | |
| 2008-01-10 | 8-K/A | 2007-12-07 | 4.01 Changes in Registrant's Certifying Accountant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | mainbody.htm | |
| 2007-12-18 | 8-K/A | 2007-12-07 | 4.01 Changes in Registrant's Certifying Accountant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | mainbody.htm | |
| 2007-12-11 | 8-K | 2007-12-07 | 4.01 Changes in Registrant's Certifying Accountant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | mainbody.htm | |
| 2007-11-28 | 8-K | 2007-11-27 | 8.01 Other Events | mainbody.htm | |
| 2007-11-13 | 8-K | 2007-11-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | mainbody.htm | |
| 2007-11-08 | 8-K | 2007-11-05 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 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 | mainbody.htm |