UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 27, 2010
Emisphere Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-17758 | 13-3306985 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 240 Cedar Knolls Road, Suite 200, | ||
| Cedar Knolls, New Jersey | 07927 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 973-532-8000
Not Applicable
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On May 27, 2010, Emisphere Technologies, Inc. (the “Company”) issued a press release announcing that Novartis Pharma AG (“Novartis”) has agreed to further extend the maturity date of Emisphere’s Convertible Promissory Note (the “Note”) to June 4, 2010. On November 27, 2009, the maturity date was extended to February 26, 2010. On February 24, 2010, the maturity date was further extended to May 26, 2010. The $10 million original principal amount Note, plus interest accrued to date, was originally issued to Novartis on December 1, 2004, in connection with the Research Collaboration and Option License Agreement between the Company and Novartis of that date and was originally due on December 1, 2009.
A copy of the press release is furnished herewith and is incorporated by reference herein as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 99.1 | Press release of Emisphere Technologies, Inc., dated May 27, 2010 |
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.
| Emisphere Technologies, Inc. | ||||
| May 27, 2010 | By: | /s/ Michael R. Garone | ||
| Name: | Michael R. Garone | |||
| Title: | Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 99.1 | Press release of Emisphere Technologies, Inc., dated May 27, 2010 |