ZOGENIX, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-03-07: Form 8-K; Period of report 2022-03-07; Description 1.01 Entry into a Material Definitive Agreement; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2022-02-28: Form 8-K; Period of report 2022-02-28; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2022-02-24: Form 8-K; Period of report 2022-02-17; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2022-01-19: Form 8-K; Period of report 2022-01-18; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-03-07 | 8-K | 2022-03-07 | 1.01 Entry into a Material Definitive Agreement; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 In connection with the consummation of the Merger, the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a First Supplemental Indenture, dated as of March 7, 2022, which amends and supplements the Indenture (the “Indenture”), dated as of September 28, 2020, by and among the Company and U.S. Bank National Association, as predecessor to the Trustee, governing the Company’s 2.75% Convertible Senior Notes due 2027 (the “Notes”) in the aggregate principal amount of $230,000,000. 2.01 At the Effective Time, each Company Share outstanding immediately prior to the Effective Time (other than Company Shares (i) owned by Parent, the Company or any of their respective wholly owned subsidiaries immediately prior to the Effective Time or (ii) owned by Company stockholders who were entitled to demand and properly and validly demanded their appraisal rights for such Company Shares under Delaware law) was automatically converted into the right to receive consideration equal to the Offer Price. 3.01 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth under the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth under the Introductory Note and under Items 2.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 The information set forth under the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 5.03 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. 8.01 In accordance with General Instruction G(3) of Form 10-K, the Company will file an amendment to our Form 10-K for the fiscal year ended December 31, 2021 on or before March 7, 2022 to include those items required by Part III of Form 10-K, including the sections entitled “Compensation Discussion & Analysis” and “Executive Compensation”. | d272891d8k.htm |
| 2022-02-28 | 8-K | 2022-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2022, Zogenix, Inc. issued a press release announcing its financial results for the fourth quarter and full-year ended December 31, 2021. | zgnx-20220228.htm |
| 2022-02-24 | 8-K | 2022-02-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 At a meeting of the Compensation Committee of the board of directors of Zogenix, Inc. (the “Company”) on February 17, 2022, performance bonus payments were approved for Gail M. Farfel, Executive Vice President and Chief Development Officer, and Michael P. Smith, Executive Vice President, Chief Financial Officer and Treasurer, in the amounts of $209,979 and $205,979, respectively. | d312370d8k.htm |
| 2022-01-19 | 8-K | 2022-01-18 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On January 18, 2022, Zogenix, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with UCB S.A., a société anonyme formed under the laws of Belgium (“Parent”), and Zinc Merger Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will commence a tender offer (the “Offer”) as promptly after the date thereof as practicable, but in no event later than February 1, 2022 (unless otherwise agreed by Parent and the Company), to acquire all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Company Shares”), at a purchase price of (i) $26.00 per Company Share (the “Closing Amount”), net to the seller thereof in cash, subject to reduction for any applicable withholding taxes and without interest, plus (ii) one non-transferrable contingent value right per Company Share representing the right to receive a contingent payment of $2.00 (each, a “CVR”, and the Closing Amount plus one CVR, collectively, or any greater amount per Company Share that may be paid pursuant to the Offer, being hereinafter referred to as the “Offer Price”), net to the holder thereof in cash, subject to reduction for any applicable withholding taxes and without interest, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, the CVR Agreement (as defined herein). 7.01 The press release announcing the matters described in Item 1.01 of this report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | d146336d8k.htm |