SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 19, 2017
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
5858 Horton Street, Suite 455, Emeryville, CA
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (510) 550-8300
(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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Termination of a Material Definitive Agreement.
Following the previously announced decision by Zogenix, Inc. (the “Company”) and Endo Ventures Limited (“Endo”) to discontinue the manufacturing and supply of Sumavel DosePro, on September 19, 2017, the Company and Endo entered into a Termination Agreement (the “Termination Agreement”) which terminates the License Agreement dated May 16, 2014, by and between the Company and Endo (the “License Agreement”) and the Manufacturing and Supply Agreement dated May 16, 2014, by and between the Company and Endo (the “Supply Agreement”), as well as certain quality agreements related thereto. The Company previously sold its Sumavel DosePro Needle-free Delivery system to Endo, but retained the exclusive right and contractual obligation to manufacture and supply Sumavel DosePro to Endo under the License Agreement and Supply Agreement. In connection with the Termination Agreement, the Company has also terminated its relationships with other third-party suppliers and manufacturers related to the Sumavel DosePro product.
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.
September 22, 2017
/s/ Michael P. Smith
Michael P. Smith
Executive Vice President, Chief Financial Officer, Treasurer and Secretary