UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2019
ZOGENIX, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
Delaware | | 001-34962 | | 20-5300780 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
5959 Horton Street, Suite 500, Emeryville, CA | | 94608 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (510) 550-8300
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | | ZGNX | | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Zogenix, Inc. (the “Company”) is filing herewith the opinion of Latham & Watkins LLP as an exhibit to its Registration Statement on Form S-3 (Registration No. 333-220759) (the “Registration Statement”) in connection with the possible resale or other disposition from time to time of up to 1,595,025 shares of common stock, $0.001 par value per share, of the Company by the selling stockholders identified in the prospectus supplement dated September 10, 2019 to the prospectus dated October 2, 2017 (collectively, the “Prospectus”) forming part of the Registration Statement. Such resale will be made under the Registration Statement and the Prospectus.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | ZOGENIX, INC. |
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Date: September 10, 2019 | | | | By: | | /s/ Michael P. Smith |
| | | | Name: | | Michael P. Smith |
| | | | Title: | | Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
