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): June 29, 2015

 

 

Pain Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

DELAWARE 

 

000-29959

 

91-1911336

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

7801 N. Capital of Texas Highway, Suite 260

Austin, Texas 78731

(Address of principal executive offices, including zip code)

512-501-2444

(Registrant’s telephone number, including area code)

 

(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 Matters

 

As previously disclosed, on December 2, 2011, a securities-related purported class action was filed against Pain Therapeutics, Inc. and its executive officers in the U.S. District Court for the Western District of Texas.  This action, titled KB Partners I, L.P., Individually and On Behalf of All Others Similarly Situated v. Pain Therapeutics, Inc., Remi Barbier, Nadav Friedmann and Peter S. Roddy, was scheduled for trial by court order dated June 23, 2015.  Trial is to occur on July 7, 2015 through July 9, 2015 and continue on July 13, 2015 to July 14, 2015. 

 

In an order dated June 16, 2015, the U.S. District Court for the Western District of Texas denied a motion for summary judgment filed by Defendants concluding that there were genuine disputes of material fact for a jury to resolve in a class action alleging violations of Section 10(b), Rule 10b-5, and Section 20(a) of the Exchange Act.

 

We continue to believe we have substantial defenses in this matter.    As with any litigation proceeding, we cannot predict with certainty the eventual outcome of this matter.  Risk factors associated with this legal proceeding and other risk factors related to the Company are included in our Reports on Form 10-K for the year ended December 31, 2014 and Form 10-Q for the quarterly period ended March 31, 2015, filed with the Securities and Exchange Commission, and incorporated herein by reference.

 

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.

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

   

Pain Therapeutics, Inc.

 

 

 

 

Dated: June 29, 2015

   

 

   

By:

   

/s/    Peter S. Roddy

 

   

 

   

 

   

Peter S. Roddy

 

   

 

   

 

   

Vice President and Chief Financial Officer