0001181431-11-020907.txt : 20110331 0001181431-11-020907.hdr.sgml : 20110331 20110331083056 ACCESSION NUMBER: 0001181431-11-020907 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110331 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20110331 DATE AS OF CHANGE: 20110331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zalicus Inc. CENTRAL INDEX KEY: 0001135906 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043514457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51171 FILM NUMBER: 11723844 BUSINESS ADDRESS: STREET 1: 245 FIRST STREET STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-301-7000 MAIL ADDRESS: STREET 1: 245 FIRST STREET STREET 2: 3RD FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: COMBINATORX, INC DATE OF NAME CHANGE: 20041208 FORMER COMPANY: FORMER CONFORMED NAME: COMBINATORX INC DATE OF NAME CHANGE: 20010301 8-K 1 rrd307036.htm FORM 8-K - ZALICUS INC. UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 31, 2011

ZALICUS INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

 

 

 

000-51171

 

04-3514457

(Commission File No.)

 

(IRS Employer Identification No.)

245 First Street

Third Floor
Cambridge, MA 02142
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (617) 301-7000

None

(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:

 

o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

o

 

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

Effective March 31, 2011, Zalicus Inc. (the "Company") terminated its equity distribution agreement (the "Agreement") with Wedbush Securities Inc. ("Wedbush"). As previously reported, pursuant to the terms of the Agreement, the Company could offer and sell shares of its common stock, $0.001 par value per share (the "Common Stock"), having an aggregate offering price of up to $20.0 million from time to time to or through Wedbush. Through March 30, 2011, the Company had sold an aggregate of 8,884,800 shares of Common Stock pursuant to the Agreement for aggregate gross proceeds of approximately $20.0 million. Aggregate commissions paid to Wedbush pursuant to the Agreement were approximately $0.6 million.

Further details regarding the terms of the Agreement are set forth in the Company's Current Report on Form 8-K dated February 9, 2011, which is incorporated herein by reference.

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.

Zalicus Inc.
 

By:

/s/Jason F. Cole
   

Name: Jason F. Cole
   

Title: Senior Vice President and
   

General Counsel

Dated: March 31, 2011