ZS Pharma, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-12-17: Form 8-K; Period of report 2015-12-17; Description 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 2.01.
- 2015-11-06: Form 8-K; Period of report 2015-11-06; Description 8.01 Other Events; Details 8.01.
- 2015-11-06: Form 8-K; Period of report 2015-11-05; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2015-09-10: Form 8-K; Period of report 2015-09-10; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-12-17 | 8-K | 2015-12-17 | 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 | 2.01 The Offer and withdrawal rights expired at 12:00 midnight, New York City time, at the end of the day on December 16, 2015 (the “Expiration Date”). 3.01 On December 17, 2015, in connection with the consummation of the Merger, the Company notified The NASDAQ Global Market (“NASDAQ”) that the Merger had been consummated, and requested that the trading of Shares on NASDAQ be halted prior to market open on December 17, 2015 and that such trading be suspended and the listing of the Shares on NASDAQ be removed, in each case, prior to market open on December 17, 2015. 3.03 The information disclosed in the Introduction, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference to this Item 3.03. 5.01 As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on December 17, 2015, a change of control of the Company occurred and the Company now is a wholly owned subsidiary of Parent. 5.02 In connection with the Merger, and at the Merger Effective Time, each of the seven directors of the Company immediately prior to the Merger Effective Time (Guy Nohra, Srinivas Akkaraju, Robert Alexander, Martin Babler, Kimberly J. Popovits, Marc Ostro and John Whiting) voluntarily resigned from the Board of Directors of the Company, and Stephen F. Mohr, John McKenna and David E. White became the directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, at the Merger Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Merger Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). 8.01 On December 17, 2015, AstraZeneca PLC, a public limited company incorporated under the laws of England and Wales and the ultimate parent of Purchaser and Parent, issued a press release relating to the expiration of the Offer and the anticipation of consummating the Merger. | dp61924_8k.htm |
| 2015-11-06 | 8-K | 2015-11-06 | 8.01 Other Events | 8.01 On November 6, 2015, Robert Alexander, PhD, the Chief Executive Officer of ZS Pharma, Inc. (“ZS Pharma” or the “Company”) distributed an email to the employees of ZS Pharma from Pascal Soriot, the Chief Executive Officer of AstraZeneca, in connection with the announcement of the agreement and plan of merger entered into by ZS Pharma with Zeneca, Inc. (“Parent”) and Zanzibar Acquisition Corp., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will commence an offer to purchase all of the outstanding shares of the Company’s common stock. | d72998d8k.htm |
| 2015-11-06 | 8-K | 2015-11-05 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On November 5, 2015, ZS Pharma, Inc. (“ZS Pharma” or the “Company”) entered into an agreement and plan of merger (“Merger Agreement”) with Zeneca, Inc. (“Parent”) and Zanzibar Acquisition Corp., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will commence an offer to purchase all of the outstanding shares of the Company’s common stock (the “Shares”) at a purchase price of $90.00 per share in cash (the “Offer”). 8.01 On November 5, 2015, Parent issued a press release announcing the execution of the Merger Agreement, a copy of which is furnished as Exhibit 99.1 hereto. | d73329d8k.htm |
| 2015-09-10 | 8-K | 2015-09-10 | 8.01 Other Events | 8.01 On September 10, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing that the Company confirmed that it has participated in preliminary discussions with Actelion Ltd. (OTC: ALIOF) regarding a potential strategic transaction. | d49858d8k.htm |
| 2015-08-06 | 8-K | 2015-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2015. | d27630d8k.htm |
| 2015-07-29 | 8-K | 2015-07-29 | 8.01 Other Events | 8.01 On July 29, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing that the Company’s New Drug Application for ZS-9 (sodium zirconium cyclosilicate) for the treatment of hyperkalemia has been accepted for filing by the United States Food and Drug Administration. | d66049d8k.htm |
| 2015-06-23 | 8-K | 2015-06-18 | 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 June 18, 2015, at the Company’s 2015 annual meeting of stockholders (the “Annual Meeting”), the stockholders of the ZS Pharma, Inc. (the “Company”) approved the 2015 Employee Stock Purchase Plan (the “ESPP”) as described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May 8, 2015 (the “Proxy Statement”). 5.07 At the Annual Meeting, the Company’s stockholders approved the three proposals listed below. | d947034d8k.htm |
| 2015-06-16 | 8-K | 2015-06-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 15, 2015, Todd Creech resigned as Chief Financial Officer of ZS Pharma, Inc. (the “Company”), effective on June 15, 2015. | d941782d8k.htm |
| 2015-05-28 | 8-K | 2015-05-28 | 8.01 Other Events | 8.01 On May 28, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing that the Company will participate in the Jefferies 2015 Global Healthcare Conference on June 2, 2015 in New York, New York and the William Blair 35th Annual Growth Stock Conference on June 9, 2015 in Chicago, Illinois. | d933000d8k.htm |
| 2015-05-26 | 8-K | 2015-05-26 | 8.01 Other Events | 8.01 On May 26, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing that the Company submitted a New Drug Application (“NDA”) to the United States Food and Drug Administration (“FDA”) for ZS-9 (sodium zirconium cyclosilicate). | d930089d8k.htm |
| 2015-05-12 | 8-K | 2015-05-12 | 8.01 Other Events | 8.01 On May 12, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing that data from the Phase 3 trials of ZS-9, an investigational treatment for hyperkalemia, will be presented at three medical meetings in May, 2015. | d924548d8k.htm |
| 2015-05-11 | 8-K | 2015-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended March 31, 2015. | d923869d8k.htm |
| 2015-05-06 | 8-K | 2015-05-06 | 8.01 Other Events | 8.01 On May 6, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing that the Company’s management will present at the Bank of America Merrill Lynch 2015 Health Care Conference in Las Vegas, Nevada on May 13, 2015. | d918231d8k.htm |
| 2015-05-05 | 8-K | 2015-05-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 1, 2015, D. Jeffrey Keyser submitted notice of his resignation as a director of ZS Pharma, Inc. (the “Company”), effective immediately. | d916275d8k.htm |
| 2015-04-15 | 8-K | 2015-04-15 | 8.01 Other Events | 8.01 On April 15, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing publications related to ZS-9, the Company’s lead product candidate for the treatment of hyperkalemia, in two peer-reviewed medical journals. | d909848d8k.htm |
| 2015-03-25 | 8-K | 2015-03-24 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On March 24, 2015, ZS Pharma, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company, Alta Partners VIII, L.P. (the “Selling Stockholder”) and J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named therein (the “Underwriters”), substantially in the form previously filed as Exhibit 1.1 to the Company’s Registration Statement on Form S-1 (File No. 333-202745), as amended (the “Registration Statement”). 7.01 On March 24, 2015, the Company issued a press release announcing that it had priced the offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto. | d896120d8k.htm |
| 2015-03-23 | 8-K | 2015-03-23 | 8.01 Other Events | 8.01 On March 23, 2015, ZS Pharma, Inc. (the “Company”) announced an underwritten public offering of 3,300,000 common shares. | d892962d8k.htm |
| 2015-03-19 | 8-K | 2015-03-19 | 8.01 Other Events | 8.01 On March 19, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing that the Company’s management will present data from the Phase 3 trials of ZS-9 at the National Kidney Foundation 2015 Spring Clinical Meetings from March 25 to 29, 2015 in Dallas, Texas. | d894134d8k.htm |
| 2015-03-13 | 8-K | 2015-03-13 | 2.02 Results of Operations and Financial Condition | 2.02 On March 13, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing its earnings for the quarter and year ended December 31, 2014. | d891340d8k.htm |
| 2015-02-19 | 8-K | 2015-02-19 | 8.01 Other Events | 8.01 On February 19, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing that it has appointed three new senior executives. | d875685d8k.htm |
| 2015-02-10 | 8-K | 2015-02-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 4, 2015, Alvaro Guillem submitted notice of his resignation as a director of ZS Pharma, Inc. (the “Company”), effective immediately. | d869150d8k.htm |
| 2015-01-06 | 8-K | 2015-01-06 | 8.01 Other Events | 8.01 On January 6, 2015, ZS Pharma, Inc. (the “Company”) issued a press release announcing that the Company’s management will present at the J.P. Morgan Healthcare Conference in San Francisco, California, on Tuesday, January 13, 2015. | d846518d8k.htm |
| 2014-11-21 | 8-K | 2014-11-21 | 7.01 Regulation FD Disclosure | 7.01 On November 21, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing the publication of previously unreleased detailed results from the ZS003 study in The New England Journal of Medicine. | d825711d8k.htm |
| 2014-11-20 | 8-K | 2014-11-19 | 7.01 Regulation FD Disclosure | 7.01 On November 19, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing that it has made available on its website the presentation from the Company’s R&D Review and Key Opinion Leader Panel, which took place on November 19, 2014 in New York. | d824804d8k.htm |
| 2014-11-17 | 8-K | 2014-11-17 | 8.01 Other Events | 8.01 On November 17, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing that it presented detailed results from HARMONIZE (ZS004), its second positive Phase 3 clinical trial of ZS-9 (sodium zirconium cyclosilicate) for the treatment of hyperkalemia, at the late-breaking Clinical Science Special Reports Session of the American Heart Association Scientific Sessions. | d822124d8k.htm |
| 2014-11-10 | 8-K | 2014-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended September 30, 2014. | d818888d8k.htm |
| 2014-11-06 | 8-K | 2014-11-06 | 7.01 Regulation FD Disclosure | 7.01 On November 6, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing that phase 3 data for ZS-9 (sodium zirconium cyclosilicate), an investigational treatment for hyperkalemia, from HARMONIZE (ZS004) will be presented in multiple presentations at the upcoming American Heart Association Annual Scientific Meeting. | d815576d8k.htm |
| 2014-10-30 | 8-K | 2014-10-30 | 7.01 Regulation FD Disclosure | 7.01 On October 30, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing that data from ZS003, a pivotal Phase 3 trial of ZS-9 (sodium zirconium cyclosilicate), an investigational treatment for hyperkalemia, will be presented in multiple presentations at the American Society of Nephrology Annual Meeting in Philadelphia, Pennsylvania. | d810883d8k.htm |
| 2014-10-28 | 8-K | 2014-10-28 | 7.01 Regulation FD Disclosure | 7.01 On October 28, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing that management will present at the Credit Suisse Annual Healthcare Conference at the Biltmore Hotel in Phoenix, Arizona on Tuesday, November 11, 2014, at 10:30 a.m. | d811775d8k.htm |
| 2014-09-23 | 8-K | 2014-09-23 | 7.01 Regulation FD Disclosure | 7.01 On September 23, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing positive results from HARMONIZE (ZS004), its second Phase 3 clinical trial of ZS-9 (sodium zirconium cyclosilicate), an investigational treatment for hyperkalemia. | d792847d8k.htm |
| 2014-09-17 | 8-K | 2014-09-17 | 7.01 Regulation FD Disclosure | 7.01 On September 17, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing that management will present at the 21st Annual BioCentury NewsMakers Conference at the Millennium Broadway Hotel in New York City on Friday, September 26, 2014, from 3:30-3:55 p.m. | d791661d8k.htm |
| 2014-09-16 | 8-K | 2014-09-15 | 7.01 Regulation FD Disclosure | 7.01 On September 15, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing the results of a secondary analysis of ZS003, a two week pivotal Phase 3 trial of ZS-9 (sodium zirconium cyclosilicate), its investigational treatment for hyperkalemia. | d789083d8k.htm |
| 2014-09-11 | 8-K | 2014-09-11 | 7.01 Regulation FD Disclosure | 7.01 On September 11, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing that a secondary analysis of data from ZS003, a Phase 3 trial of ZS-9 (sodium zirconium cyclosilicate), its investigational treatment for hyperkalemia, will be presented in an oral presentation during the Late-Breaking Clinical Trial Session at the Heart Failure Society of America (HFSA) 18th Annual Scientific Meeting State in Las Vegas on September 15, 2014. | d787726d8k.htm |
| 2014-08-26 | 8-K | 2014-08-26 | 7.01 Regulation FD Disclosure | 7.01 On August 26, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing that a pre-specified subset analysis of data from ZS003, a pivotal Phase 3 trial of ZS-9, the Company’s investigational treatment for hyperkalemia, will be presented as an oral presentation during the State of the Art and Featured Research Sessions at the European Society of Cardiology Congress in Barcelona, which is taking place from August 30 to September 3, 2014. | d781747d8k.htm |
| 2014-08-14 | 8-K | 2014-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2014, ZS Pharma, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2014. | d772712d8k.htm |
| 2014-07-17 | 8-K | 2014-07-14 | 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; 7.01 Regulation FD Disclosure | 1.01 On July 14, 2014, ZS Pharma, Inc. (the “Company”) entered into a Credit and Security Agreement (the “Credit Agreement”) with MidCap Financial SBIC, LP and MidCap Financial, LLC (collectively, “Lenders”), with MidCap Financial SBIC, LP (“MidCap”) acting as administrative agent for Lenders. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 7.01 On July 17, 2014, ZS Pharma, Inc. issued a press release announcing that it has entered into the Credit Agreement. | d756944d8k.htm |
| 2014-07-14 | 8-K | 2014-07-14 | 7.01 Regulation FD Disclosure | 7.01 On July 14, 2014, ZS Pharma, Inc. issued a press release announcing that it has completed enrollment in ZS004, its second Phase 3 clinical trial of ZS-9, a novel investigational treatment for hyperkalemia. | d759098d8k.htm |
| 2014-07-08 | 8-K | 2014-07-08 | 7.01 Regulation FD Disclosure | 7.01 On July 8, 2014, the Company issued a press release announcing that it has received Notices of Allowance from the U.S. Patent and Trademark Office for U.S. Patent Application Numbers 13/371,080 and 14/036,489 for ZS-9, the Company’s product candidate in Phase 3 development for the treatment of hyperkalemia. | d753115d8k.htm |
| 2014-06-26 | 8-K | 2014-06-26 | 7.01 Regulation FD Disclosure | 7.01 On June 26, 2014, the Company issued a press release announcing the start of enrollment of its Phase 3 (ZS005) long-term maintenance study. | d746440d8k.htm |
| 2014-06-24 | 8-K | 2014-06-23 | 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, 2014, Srinivas Akkaraju was appointed as an independent director on the board of directors of ZS Pharma, Inc. (the “Company”). | d747816d8k.htm |
| 2014-06-23 | 8-K | 2014-06-17 | 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 On June 17, 2014, ZS Pharma, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company and J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named therein (the “Underwriters”), providing for the offer and sale by the Company (the “Offering”), and purchase by the Underwriters, of 5,944,444 shares of common stock, par value $0.001 per share at a price to the public of $18.00 per share of common stock. 5.02 The description of the 2014 Incentive Plan provided above under Item 1.01 is incorporated in this Item 5.02 by reference. 5.03 On June 23, 2013, in connection with the closing of the Offering, the Company amended and restated its Sixth Amended and Restated Certificate of Incorporation (as amended, the “Restated Certificate”). 7.01 On June 17, 2014, the Company issued a press release announcing that it had priced the Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto. | d744844d8k.htm |