AND EXCHANGE COMMISSION
to Section 13 or 15(d)
the Securities Exchange Act of 1934
of report (Date of earliest event reported): April 5, 2018
BIO INNOVATIONS, INC.
name of registrant as specified in its charter)
or other jurisdiction
Drew Avenue, Davis, CA
of principal executive offices)
telephone number, including area code: (530) 750-2800
name or former address, if changed since last report.)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
by check mark whether the registrant is an emerging growth company as defined in 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).
growth company [X]
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. [X]
8.01. Other Events.
April 3, 2018, the Company was named as a defendant in a complaint filed by Piper Jaffray, Inc. (“Piper”) with the
Superior Court of the State of Delaware. The Company was informed of and received Piper’s complaint and related documents
on April 5, 2018, following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
Piper’s complaint alleges one breach of contract claim, specifically, that the Company breached an engagement letter with
Piper by failure to pay a $2,000,000 transaction fee, which Piper alleges is due under the engagement letter as a result of the
Company’s consummation of its private placement and debt refinancing transactions in February 2018. Piper’s complaint
includes a demand for payment the foregoing transaction fee, in addition to interest and costs and expenses incurred in pursuing
the action, including reasonable attorneys’ fees. While the Company believes Piper’s complaint is without merit, this
matter is at an early stage, and the outcome of this matter is not presently determinable.
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.
BIO INNOVATIONS, INC.|
April 10, 2018
Linda V. Moore|
Vice President, General Counsel and Secretary|