UNITED STATES
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): October 11, 2011

SOMAXON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

         
Delaware   000-51665   20-0161599
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
10935 Vista Sorrento Parkway, Suite 250, San Diego, CA   92130
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 876-6500

 
 
(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))

 
 

 

1


 

Item 7.01 Regulation FD Disclosure

On October 11, 2011, Somaxon Pharmaceuticals, Inc. (“Somaxon”) notified The Proctor & Gamble Distributing Company LLC (“P&G”) that it was beginning P&G’s 45-day evaluation period relating to an over-the-counter (“OTC”) pharmaceutical product containing doxepin. Pursuant to the Co-Promotion Agreement dated August 24, 2010, as amended, between Somaxon and P&G, P&G has until November 25, 2011 to notify Somaxon of its interest in negotiating to obtain the OTC product rights. If P&G so notifies Somaxon, P&G will have the exclusive right to negotiate with Somaxon relating to such rights for one hundred twenty (120) days from Somaxon’s receipt of the notice, or such longer period as may be mutually agreed by Somaxon and P&G.

The foregoing information in Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to Item 7.01 of this Current Report on Form 8-K.

By filing this Current Report on Form 8-K and furnishing this information, Somaxon makes no admission as to the materiality of Item 7.01 in this report. This information is summary information that is intended to be considered in the context of Somaxon’s filings with the SEC and other public announcements that Somaxon makes, by press release or otherwise, from time to time. Somaxon undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

 

2


 

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.

       
  SOMAXON PHARMACEUTICALS, INC.  
Date: October 11, 2011      
  By: /s/ Matthew W. Onaitis  
  Name: Matthew W. Onaitis  
  Title: Senior Vice President and General Counsel  

 

 

3