Santarus 8-K 2012
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): February 17, 2012
(Exact Name of Registrant as Specified in Its Charter)
3721 Valley Centre Drive, Suite 400, San Diego, California 92130
(Address of Principal Executive Offices) (Zip Code)
(Registrants 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:
Pursuant to the license agreement, stock issuance agreement and registration rights agreement between Santarus, Inc. (the Company) and Cosmo Technologies Limited (Cosmo) entered into in December 2008, Cosmo earned a $4.0 million regulatory milestone in February 2012 based upon the U.S. Food and Drug Administrations acceptance for filing of the new drug application for Uceris (budesonide) tablets 9 mg. Cosmo elected to receive payment of the milestone through the issuance of additional shares of the Companys common stock. As a result, on February 17, 2012, the Company issued to Cosmo 906,412 shares of the Companys common stock, par value $0.0001 per share (Common Stock). The Company relied on the exemption from registration contained in Section 4(2) of the Securities Act, and Regulation D, Rule 506 thereunder, in connection with the issuance of the shares of Common Stock to Cosmo. Pursuant to the registration rights agreement the Company will file a registration statement on Form S-3 to register such shares.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.