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EX-5.1 - OPINION OF LATHAM & WATKINS LLP - Pernix Sleep, Inc.d383794dex51.htm

 

 

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): July 24, 2012

 

 

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 (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))

 

 

 


Item 8.01 Other Events

As previously discussed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2012, Somaxon Pharmaceuticals, Inc. (the “Company”) entered into a placement agent agreement dated as of July 19, 2012 with Roth Capital Partners, LLC relating to a registered direct offering (the “Offering”) by the Company of up to 9,422,496 shares of the Company’s common stock (the “Shares”) and warrants to purchase up to 4,711,248 additional shares of such common stock at an exercise price of $0.46 per share (the “Warrants”). A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the Shares and Warrants in the Offering is attached hereto as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

Number

  

Description of Exhibit

  5.1    Opinion of Latham & Watkins LLP
23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1)


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: July 24, 2012       
    By:   

/s/ Matthew W. Onaitis

    Name:    Matthew W. Onaitis
    Title:    Senior Vice President and General Counsel


EXHIBIT INDEX

 

Exhibit

Number

  

Description of Exhibit

  5.1    Opinion of Latham & Watkins LLP
23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1)