8-K 1 d508192d8k.htm FORM 8-K Form 8-K












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2017




(Exact Name of Registrant as Specified in its Charter)




Delaware   001-34962   20-5300780

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

5858 Horton Street, #455, Emeryville, CA   94608
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (510) 550-8300


(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 1.02. Termination of a Material Definitive Agreement.

On December 29, 2017, Zogenix, Inc. (the “Company”) repaid in full the entire $20.1 million of outstanding principal and interest under its Loan and Security Agreement dated as of December 30, 2014 (the “Loan Agreement”) among Oxford Finance LLC and Silicon Valley Bank (collectively, the “Lenders”) and the Company. In connection with the repayment in full of all principal and interest outstanding under the Loan Agreement, the Company was also required to make a final payment of approximately $1.4 million, a prepayment fee of $0.3 million and a termination fee of $0.2 million to the Lenders. The Company no longer has any obligations under the Loan Agreement, and there are no further encumbrances on the Company’s personal property under the Loan Agreement.


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.


Date: December 29, 2017     By:  

/s/ Michael P. Smith

    Name:   Michael P. Smith
    Title:   Executive Vice President, Chief Financial Officer, Treasurer and Secretary