TPTX » Topics » (Former Name or Former Address, if Changed Since Last Report.)

This excerpt taken from the TPTX 8-K filed Jul 31, 2009.

(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):

 

x 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))

 

 

 


This excerpt taken from the TPTX 8-K filed Jul 28, 2009.

(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):

 

x 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))

 

 

 


This excerpt taken from the TPTX 8-K filed Jul 22, 2009.

(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, Transfer of Listing

On July 15, 2009 TorreyPines Therapeutics, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market notifying the Company that it did not comply with the minimum $10,000,000 stockholders’ equity requirement for continued listing set forth in Listing Rule 5450(b)(1)(A), prior to the expiration of the extension granted by the Staff on July 14, 2009. TorreyPines initially received notification from the Staff of its noncompliance with the minimum $10,000,000 stockholders’ equity requirement for continued listing on March 31, 2009.

The Company plans to request a hearing before the Nasdaq Listing Qualifications Panel to review the Staff determination to delist the Company’s common stock. The request for a hearing will stay the Staff determination to delist the Company’s common stock until the Panel renders a determination following the hearing. The hearing is expected to be scheduled within 30 to 45 days of the Company’s request, which the Company submitted on July 21, 2009.

There can be no assurances that the Listing Qualifications Panel will grant the Company’s request for continued listing on The Nasdaq Global Market, in which case the Company’s common stock could be delisted from The Nasdaq Stock Market.

A copy of the press release is attached as Exhibit 99.1.

This excerpt taken from the TPTX 8-K filed Jun 17, 2009.

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On June 12, 2009, the Company received notice from Dr. Jason S. Fisherman that he was resigning from the Company’s Board of Directors effective immediately. No reason was given for Dr. Fisherman’s resignation.


This excerpt taken from the TPTX 8-K filed May 29, 2009.

(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)

 

x 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 1.02. Termination of a Material Definitive Agreement.

On May 27, 2009 TorreyPines Therapeutics, Inc. (the “Company”) and HCP TPSP, LLC (“HCP”) entered into an agreement terminating the real property lease agreement between the Company and HCP dated July 18, 2005 as amended by that certain First Amendment to Lease dated December 18, 2008 (the “Lease Agreement”) pursuant to which the Company leased its facility in San Diego, California. Pursuant to the termination agreement, beginning May 27, 2009, the Company’s monthly rent obligation under the Lease Agreement will be reduced from approximately $26,000 to approximately $13,000, plus certain operating costs and taxes, through the end of the lease term on July 31, 2009.

On May 29, 2009 TPTX, Inc. (“TPTX”), a wholly-owned subsidiary of the Company, notified Life Science Research Israel Ltd. (“LSRI”) that it is terminating the Research and License Agreement dated as of May 10, 2004 between TPTX and LSRI (the “LSRI Agreement”) effective as of May 31, 2009. The Company licensed NGX267 and NGX292, its muscarinic receptor agonist product candidates that had been in development for the potential treatment of xerostomia, or dry mouth, from LSRI pursuant to the LSRI Agreement. Pursuant to the terms of the LSRI Agreement, NGX267 and NGX292 will be returned to LSRI in connection with the termination of the LSRI Agreement.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)

On May 27, 2009, the Company received notice from Dr. Jean Deleage that he was resigning from the Company’s Board of Directors effective immediately. No reason was given for Dr. Deleage’s resignation.

On May 29, 2009, the Company received notice from Mr. Patrick Van Beneden that he was resigning from the Company’s Board of Directors effective immediately. No reason was given for Mr. Van Beneden’s resignation.

 

Item 8.01. Other Events.

On May 29, 2009, the Company issued a press release announcing that its Board of Directors has determined that it is in the best interests of the Company’s creditors and stockholders to liquidate the Company’s assets and to dissolve the Company. The Company’s Board of Directors has approved a Plan of Liquidation and Dissolution (the “Plan of Dissolution”), subject to stockholder approval. The Company intends to hold a special meeting of stockholders to seek approval of the Plan of Dissolution and has filed preliminary proxy materials with the Securities and Exchange Commission. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is furnished herewith:

 

99.1 Press release of the Company dated May 29, 2009 – “TorreyPines Therapeutics, Inc. Announces its Board of Directors’ Approval of Plan of Liquidation and Dissolution.”


This excerpt taken from the TPTX DEFA14A filed May 29, 2009.

(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)

 

x 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 1.02. Termination of a Material Definitive Agreement.

On May 27, 2009 TorreyPines Therapeutics, Inc. (the “Company”) and HCP TPSP, LLC (“HCP”) entered into an agreement terminating the real property lease agreement between the Company and HCP dated July 18, 2005 as amended by that certain First Amendment to Lease dated December 18, 2008 (the “Lease Agreement”) pursuant to which the Company leased its facility in San Diego, California. Pursuant to the termination agreement, beginning May 27, 2009, the Company’s monthly rent obligation under the Lease Agreement will be reduced from approximately $26,000 to approximately $13,000, plus certain operating costs and taxes, through the end of the lease term on July 31, 2009.

On May 29, 2009 TPTX, Inc. (“TPTX”), a wholly-owned subsidiary of the Company, notified Life Science Research Israel Ltd. (“LSRI”) that it is terminating the Research and License Agreement dated as of May 10, 2004 between TPTX and LSRI (the “LSRI Agreement”) effective as of May 31, 2009. The Company licensed NGX267 and NGX292, its muscarinic receptor agonist product candidates that had been in development for the potential treatment of xerostomia, or dry mouth, from LSRI pursuant to the LSRI Agreement. Pursuant to the terms of the LSRI Agreement, NGX267 and NGX292 will be returned to LSRI in connection with the termination of the LSRI Agreement.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)

On May 27, 2009, the Company received notice from Dr. Jean Deleage that he was resigning from the Company’s Board of Directors effective immediately. No reason was given for Dr. Deleage’s resignation.

On May 29, 2009, the Company received notice from Mr. Patrick Van Beneden that he was resigning from the Company’s Board of Directors effective immediately. No reason was given for Mr. Van Beneden’s resignation.

 

Item 8.01. Other Events.

On May 29, 2009, the Company issued a press release announcing that its Board of Directors has determined that it is in the best interests of the Company’s creditors and stockholders to liquidate the Company’s assets and to dissolve the Company. The Company’s Board of Directors has approved a Plan of Liquidation and Dissolution (the “Plan of Dissolution”), subject to stockholder approval. The Company intends to hold a special meeting of stockholders to seek approval of the Plan of Dissolution and has filed preliminary proxy materials with the Securities and Exchange Commission. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is furnished herewith:

 

99.1 Press release of the Company dated May 29, 2009 – “TorreyPines Therapeutics, Inc. Announces its Board of Directors’ Approval of Plan of Liquidation and Dissolution.”


This excerpt taken from the TPTX 8-K filed May 1, 2009.

(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 2.02. Results of Operations and Financial Condition.

On May 1, 2009 TorreyPines Therapeutics, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2009 in the earnings release furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act.

 

Item 9.01. Results of Operations and Financial Condition.

(d) The following exhibit is furnished herewith:

 

            99.1    Press release dated May 1, 2009.


This excerpt taken from the TPTX 8-K filed Apr 24, 2009.

(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 1.02. Termination of Material Definitive Agreement.

On April 23, 2009, TPTX, Inc. (“TPTX”), a wholly owned subsidiary of TorreyPines Therapeutics, Inc. (the “Company”) repaid the outstanding principal and interest balance of $3,123,683 under its Loan and Security Agreement dated June 12, 2008 with Comerica Bank (the “Agreement”). The Agreement and all instruments and documents related thereto terminated on April 23, 2009, including without limitation, the termination of all security interests, liens and encumbrances, in connection with the Agreement.


This excerpt taken from the TPTX 8-K filed Apr 2, 2009.

(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, Transfer of Listing

On March 31, 2009 TorreyPines Therapeutics, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2008, the Company does not comply with the minimum stockholders’ equity requirement of $10 million for continued listing on The Nasdaq Global Market as set forth in NASDAQ Marketplace Rule 4450(a)(3).

The Company has until April 15, 2009 to provide a specific plan to achieve and sustain compliance with all of the Nasdaq Global Market continued listing requirements, including a time frame for completion of the plan. The Nasdaq letter has no immediate effect on the listing of the Company’s common stock.

In the event that the Company receives notice that its common stock is being delisted from the Nasdaq Global Market, Nasdaq rules permit the Company to appeal any delisting determination by the Nasdaq staff to a Nasdaq Listing Qualifications Panel. Alternatively, Nasdaq may permit the Company to transfer its common stock to the Nasdaq Capital Market if it satisfies the requirements for continued listing on that market.

A copy of the press release is attached as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

(d) The following exhibit is furnished herewith:

 

99.1    Press release dated April 2, 2009


This excerpt taken from the TPTX 8-K filed Mar 31, 2009.

(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 2.05 Costs Associated with Exit or Disposal Activities.

On March 31, 2009, TorreyPines Therapeutics, Inc. (the “Company”) announced that, effective March 31, 2009, the Company will reduce its work force to three employees. This reduction is intended to further conserve financial resources, providing the Board of Directors additional time to evaluate strategic alternatives, including a possible sale of the Company. The three remaining employees, the Company’s Chief Executive Officer, Chief Financial Officer, and Vice President and General Counsel will assist the Board of Directors in assessing and completing any possible strategic transaction. The Company estimates that it will incur a charge of approximately $0.2 million in the first quarter of 2009 for costs related to severance and continuation of benefits.

 

Item 8.01. Other Events

On March 31, 2009, the Company issued a press release announcing that, effective March 31, 2009, the Company will reduce its work force to three employees. This reduction is intended to further conserve financial resources, providing the Board of Directors additional time to evaluate strategic alternatives, including a possible sale of the Company. The three remaining employees, the Company’s Chief Executive Officer, Chief Financial Officer, and Vice President and General Counsel will assist the Board of Directors in assessing and completing any possible strategic transaction. A copy of the press release is attached as Exhibit 99.1.

Statements in this report that are not strictly historical in nature constitute “forward-looking statements”. Such statements include, but are not limited to, references to the Company’s estimated charges resulting from the restructuring. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause TorreyPines’ actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. TorreyPines’ results may be affected by risks related to competition from other biotechnology and pharmaceutical companies, its effectiveness at managing its financial resources, its ability to successfully develop and market products, difficulties or delays in its pre-clinical studies or clinical trials, difficulties or delays in manufacturing its clinical trials materials, the scope and validity of patent protection for its products, regulatory developments involving future products and its ability to obtain additional funding to support its operations. Risk factors that may cause actual results to differ are more fully discussed in TorreyPines’ SEC filings, including TorreyPines’ Form 10-K for the year ended December 31, 2008. All forward-looking statements are qualified in their entirety by this cautionary statement. TorreyPines is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise.

 

Item 9.01. Financial Statements and Exhibits

(d) The following exhibit is furnished herewith:

 

99.1    Press release dated March 31, 2009


This excerpt taken from the TPTX 8-K filed Mar 27, 2009.

(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 2.02. Results of Operations and Financial Condition.

On March 27, 2009 TorreyPines Therapeutics, Inc. (the “Company”) announced its financial results for the quarter and year ended December 31, 2008 in the earnings release furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act.

 

Item 8.01. Other Events.

In compliance with Nasdaq Marketplace Rule 4350(b)(1)(B), the Company’s earnings release furnished as Exhibit 99.1 to this Current Report on Form 8-K announced that the report on its financial statements for the year ended December 31, 2008 contains an audit opinion with a “going concern” explanatory paragraph.

 

Item 9.01. Results of Operations and Financial Condition.

(d) The following exhibit is furnished herewith:

 

99.1    Press release dated March 27, 2009.


This excerpt taken from the TPTX 8-K filed Feb 9, 2009.

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On February 3, 2009, our Board of Directors approved the freezing of the base salaries for all of the Company’s named executive officers for 2009, such that the base salaries for the named executive officers will remain at the current 2008 levels during 2009. In addition, all cash bonuses related to 2008 performance that might otherwise be granted to the Company’s employees, including the Company’s named executive officers were suspended.

In order to encourage the continued employment of certain key executive officers, on February 3, 2009 the Board of Directors approved option grants and entered into employment agreement amendments with each of Evelyn Graham, Chief Executive Officer, Craig Johnson, Vice President, Finance and Chief Financial Officer, and Paul Schneider, Vice President and General Counsel. The amendments extend the time of severance payments to twelve (12) months after termination of employment in the event that such executive is terminated without cause or is terminated (either by us without cause or by such executive for good reason) three (3) months prior to or twelve (12) months after a change in control.


This excerpt taken from the TPTX 8-K filed Dec 2, 2008.

(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 Events

On December 2, 2008, TorreyPines Therapeutics, Inc. issued a press release announcing the results of its Phase II clinical trial evaluating NGX267 for the treatment of xerostomia, or dry mouth, in patients with Sjögren’s syndrome. A copy of the press release is attached as Exhibit 99.1

 

Item 9.01. Financial Statements and Exhibits

 

  (d) The following exhibit is furnished herewith:

 

99.1    Press release dated December 2, 2008


This excerpt taken from the TPTX 8-K filed Nov 12, 2008.

(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 2.02. Results of Operations and Financial Condition.

On November 12, 2008, TorreyPines Therapeutics, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2008 in the earnings release furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act.

 

Item 9.01. Results of Operations and Financial Condition.

(d) The following exhibit is furnished herewith:

 

  99.1 Press release dated November 12, 2008.


This excerpt taken from the TPTX 8-K filed Nov 12, 2008.

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 6, 2008, the Board of Directors of TorreyPines Therapeutics, Inc., a Delaware Corporation (the “Company”), appointed Evelyn Graham, the Company’s acting Chief Executive Officer, as the Company’s Chief Executive Officer. Ms. Graham was also appointed to the Company’s Board of Directors.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) The following exhibit is furnished herewith:

 

99.1    Press release dated November 12, 2008.


This excerpt taken from the TPTX 8-K filed Nov 10, 2008.

(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))

 

 

 


This excerpt taken from the TPTX 8-K filed Oct 7, 2008.

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 3, 2008, TorreyPines Therapeutics, Inc., a Delaware Corporation, entered into an amended and restated employment agreement with our current acting Chief Executive Officer, Evelyn Graham. The amended and restated employment agreement amends and restates the employment agreement entered into between the Company and Ms. Graham on December 14, 2006 and is effective as of September 1, 2008, the date on which Ms. Graham became the acting Chief Executive Officer of TorreyPines Therapeutics, Inc.

This amended and restated agreement is for an indefinite term and may be terminated by Ms. Graham or us at any time, with or without cause. Ms. Graham’s amended and restated employment agreement provides for an initial annual base salary of not less than $350,000 and provides that she will be eligible to earn an annual performance bonus in an amount up to forty-five percent (45%) of her annual base salary, as determined by our Board of Directors.

Pursuant to the terms of Ms. Graham’s amended and restated employment agreement, in the event that Ms. Graham is terminated without cause or is terminated (either by us without cause or by the officer for good reason) three (3) months prior to or twelve (12) months after a change in control, Ms. Graham will be entitled to continue to receive for nine (9) months following the date of her termination or resignation (i) her base salary and (ii) an amount equal to one-twelfth (1/12th) of the greater of (a) the average of the last three annual bonuses paid to Ms. Graham by us prior to the date of termination or resignation, (b) the last annual bonus paid to Ms. Graham by us prior to the date of termination or resignation, or (c) if the termination occurs within the first twelve (12) months following October 3, 2008, forty-five percent (45%) of her base salary. Additionally, under those circumstances, the vesting of each of Ms. Graham’s equity awards will be treated as if Ms. Graham had completed an additional twelve (12) months of service immediately before the date on which her employment is terminated or she resigns.

If payments under the amended and restated employment agreement constitute Section 280G parachute payments that are subject to excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), we will pay to Ms. Graham an amount equal to the higher of (i) a payment that is reduced so that there would be no excise tax under Section 4999 of the Code, or (ii) a payment (which shall be no more than the total parachute payments contemplated by the amended and restated employment agreement), which after taking into account all applicable taxes, would provide the individual with the largest payment amount on an after-tax basis.

A copy of Ms. Graham’s amended and restated employment agreement is filed as Exhibit 99.1 to this Form 8-K, the contents of which are incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

 

(d) The following exhibit is furnished herewith:

 

99.1    Amended and Restated Employment Agreement by and between Evelyn Graham and TorreyPines Therapeutics, Inc. dated October 3, 2008.


This excerpt taken from the TPTX 8-K filed Oct 2, 2008.

(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 Events

On October 1, 2008, TorreyPines Therapeutics, Inc. issued a press release announcing that it held a successful End-of-Phase II meeting for tezampanel with the U.S. Food and Drug Administration on September 29, 2008. A copy of the press release is attached as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

  (d) The following exhibit is furnished herewith:

 

99.1    Press release dated October 1, 2008

 

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