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EX-10.1 - EX-10.1 - Orexigen Therapeutics, Inc.orex-ex101_6.htm

 

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):  November 27, 2017

 

OREXIGEN THERAPEUTICS, Inc.

 

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

001-33415

65-1178822

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

 

 

 

3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA

92037

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (858) 875-8600

 

 

 

(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))

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.  

 

 


 

Item 1.01  Entry into a Material Definitive Agreement.

 

On November 27, 2017, Orexigen Therapeutics, Inc. (the “Company”) entered into privately-negotiated exchange agreements (the “Exchange Agreements”) with holders of its 2.75% Convertible Exchange Senior Notes due 2020 and 2.75% Convertible Senior Notes due 2020.  Pursuant to the Exchange Agreements, the Company agreed to issue an aggregate of 2,135,268 shares of its common stock, par value $0.001 per share (the “Exchange Shares”), in exchange for approximately $6,460,000 in aggregate principal amount of notes.  The closing of these exchange transactions occurred on November 30, 2017.

 

The terms of the Exchange Agreements are substantially in the form attached hereto as Exhibit 10.1, which is incorporated by reference herein.

 

Item 3.02  Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered the Exchange Shares in reliance on the exemptions from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended. This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1 Form of Exchange Agreement.

 

 


 

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.

 

 

 

OREXIGEN THERAPEUTICS, INC.

 

 

 

Date: November 30, 2017

By:

/s/ Thomas P. Lynch

 

Name:

Thomas P. Lynch

 

Title:

Executive Vice President, Chief Administrative Officer and General Counsel