UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): March 8, 2018
JUNIPER PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-10352 | | 59-2758596 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
33 Arch Street Suite 3110 Boston, Massachusetts | | 02110 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (617)639-1500
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule12b-2 of the Securities Exchange Act of 1934. 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. ☐
| Item 2.02. | Results of Operation and Financial Condition |
On March 8, 2018, Juniper Pharmaceuticals, Inc. (the “Company”), issued a press release announcing the financial results for the three-month and twelve-month periods ended December 31, 2017, entitled “Juniper Pharmaceuticals Reports Full-Year 2017 Financial and Operating Results” (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 2.02 of this Current Report on Form8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the United State Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18. Furthermore, the information shall not be deemed incorporated by reference into any registration statement or any other filing under the United States Securities Act of 1933, as amended, except as shall be expressly set forth by specific references in such filings.
| Item 5.08 | Shareholder Director Nominations |
On January 31, 2018, the Company announced that it had retained Rothschild as its independent financial advisor and was exploring strategic alternatives. In light of the foregoing, the Company has elected to delay its 2018 annual meeting until the second half of 2018. Accordingly, the Company has extended the deadline for making shareholder proposals, including director nominations. Proposals of shareholders intended to be presented at the 2018 annual meeting must be received at the Company’s offices not later than July 30, 2018 and satisfy the requirements set forth in the Company’s amended and restatedby-laws. Proposals intended for inclusion in the company’s proxy statement for the annual meeting must also satisfy the requirements for shareholder proposals as set forth in Rule14a-8 under the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
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Exhibit
No. | | Description |
| |
| 99.1 | | Press Release dated March 8, 2018, entitled “Juniper Pharmaceuticals Reports Full-Year 2017 Financial and Operating Results”, furnished herewith. |
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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| JUNIPER PHARMACEUTICALS, INC. |
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| By: | | /s/ Jeffrey E. Young |
Name: Title: | | Jeffrey E. Young Chief Financial Officer |
Date: March 8, 2018
