Zyla Life Sciences Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-05-20: Form 8-K; Period of report 2020-05-20; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2020-05-20: Form 8-K; Period of report 2020-05-19; Description 1.02 Termination of 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; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.02.
- 2020-05-15: Form 8-K; Period of report 2020-05-15; Description 8.01 Other Events; Details 8.01.
- 2020-05-15: Form 8-K; Period of report 2020-05-15; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-05-20 | 8-K | 2020-05-20 | 7.01 Regulation FD Disclosure | 7.01 On May 20, 2020, Parent issued a joint press release announcing the completion of the Merger. | tm2020260-6_8k.htm |
| 2020-05-20 | 8-K | 2020-05-19 | 1.02 Termination of 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; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. 3.01 The information set forth in the Introductory Note and in Item 2.01 is incorporated herein by reference. 3.03 The information set forth in the Introductory Note and in Items 2.01, 3.01 and 5.03 is incorporated herein by reference. 5.01 The information set forth in Items 2.01, 3.01 and 5.02 are incorporated herein by reference. 5.02 As of the Effective Time and pursuant to the terms of the Merger Agreement, each of Timothy Walbert, Todd Holmes, Joe McInnis, Gary Phillips, and Andrea Heslin Smiley ceased to be a director of the Company, which cessation was not because of any disagreements with the Company relating to the Company’s operations, policies or practices. 5.03 As of the Effective Time, pursuant to the Merger Agreement, (i) the certificate of incorporation of the Company was amended and restated in its entirety and (ii) the bylaws of the Company were amended and restated in its entirety. 5.07 On May 19, 2020, the Company held a special meeting of stockholders (the “Special Meeting”). | tm2020260-5_8k.htm |
| 2020-05-15 | 8-K | 2020-05-15 | 8.01 Other Events | 8.01 On May 15, 2020, the Company discussed in its earning conference call (via webcast) information relating to a proposed transaction (the “Merger”) between the Company and Assertio Therapeutics, Inc., a Delaware corporation (“Assertio”), pursuant to the terms of an Agreement and Plan of Merger, dated as of March 16, 2020, by and among the Company, Assertio, Assertio Holdings, Inc., Zebra Merger Sub, Inc. and Alligator Merger Sub, Inc. Excerpts from the web cast script (the “Script”) related to the Merger are attached as Exhibit 99.1 hereto and are incorporated by reference herein. | tm2019860d2_8k.htm |
| 2020-05-15 | 8-K | 2020-05-15 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 15, 2020, Zyla Life Sciences (the “Company”) issued a press release (“Press Release”) announcing its financial results for its first quarter ended March 31, 2020. 8.01 The Press Release contained information relating to the proposed transaction (the “Merger”) between the Company and Assertio Therapeutics, Inc., a Delaware corporation (“Assertio”), pursuant to the terms of an Agreement and Plan of Merger, dated as of March 16, 2020, by and among the Company, Assertio, Assertio Holdings, Inc., Zebra Merger Sub, Inc. and Alligator Merger Sub, Inc. The relevant portions of the Press Release that relate to the Merger are set forth below. | tm2019860d1_8k.htm |
| 2020-04-13 | 8-K | 2020-04-13 | 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 In response to the current business environment as impacted by COVID-19, Zyla Life Sciences (the “Company”) is taking several precautionary measures and adjusting its operational needs, including a significant reduction of expense. 8.01 On April 13, 2020, the Company announced the taking of certain additional proactive steps designed to mitigate the potential financial and operational impacts of the COVID-19 pandemic. | tm2015601-1_8k.htm |
| 2020-03-27 | 8-K | 2020-03-27 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 27, 2020, Zyla Life Sciences (the “Company”) issued a press release announcing its financial results for its fourth quarter and year ended December 31, 2019. 8.01 · Mr. Smith’s statement: “We believe that these promising fourth quarter results reinforce the rationale for our recently announced proposed merger with Assertio Therapeutics. | tm2012940-2_8k.htm |
| 2020-03-17 | 8-K | 2020-03-16 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 On March 16, 2020, Zyla Life Sciences (“Zyla” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Assertio Therapeutics, Inc., a Delaware corporation (“Assertio”), Alligator Zebra Holdings, Inc., a Delaware corporation (“Parent”), Zebra Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Alligator Merger Sub, Inc., a Delaware corporation. 2.02 On March 16, 2020, the Company and Assertio issued a joint press release announcing the Merger Agreement. | tm2012940d1_8k.htm |
| 2020-01-28 | 8-K | 2020-01-27 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 The Settlement referred to above, which was entered into on January 27, 2020, provides for, among other things, (i) the dismissal of the lawsuit with prejudice, (ii) the reimbursement by the Company of certain costs incurred by iCeutica during 2019 to prepare, prosecute and maintain certain patent applications and patents; (iii) the entry by the parties into the Amended Agreement; and (iv) the entry into mutual releases related to the subject matter of the lawsuit. | tm205986d1_8k.htm |
| 2020-01-13 | 8-K | 2020-01-13 | 7.01 Regulation FD Disclosure | 7.01 On January 13, 2020, Todd Smith, President and Chief Executive Officer of Zyla Life Sciences (the “Company”), will be using the presentation furnished as Exhibit 99.1 hereto at the J.P. Morgan Healthcare Conference. | tm201906d1_8k.htm |