Amended Current Report Filing (8-k/a)
April 29 2016 - 5:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2016
ALEXZA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51820
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77-0567768
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Alexza Pharmaceuticals, Inc.
2091 Stierlin Court
Mountain View, California
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94043
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (650) 944-7000
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
This Current Report on Form 8-K/A (this Amendment) is being filed as an amendment to the Current Report on Form 8-K filed by
Alexza Pharmaceuticals, Inc. (Alexza) on February 29, 2016 (the Original Report) with the U.S. Securities and Exchange Commission to report that Alexza had entered into a non-binding Letter of Intent (the Letter of
Intent) with Grupo Ferrer Internacional, S.A. (Ferrer) with respect to Ferrers proposed acquisition of all outstanding shares of Alexzas common stock. The purpose of this Amendment is to supplement the disclosure in
Item 8.01 of the Original Report and to furnish Exhibit 10.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, the supplemental disclosure provided in Item 8.01 below, the Exhibit Index disclosed in
Item 9.01 and Exhibit 10.1.
Section 8 Other Events
While Alexza and Ferrer are continuing and expect to continue to engage
in discussions concerning a potential acquisition of all outstanding shares of Alexzas common stock by Ferrer, on the basis of such discussions as have been conducted to date and Ferrers related due diligence, Alexza expects that any
offer Ferrer may make in connection with a potential transaction will reflect lower amounts, for both the upfront payment and the payments under the contingent value rights, than those specified in the Letter of Intent, and that the triggering
events in respect of the contingent value rights specified in the Letter of Intent will be adjusted.
As stated previously, the Letter of
Intent does not constitute a binding agreement to consummate any transaction and it entitles Alexza and Ferrer to terminate discussions at any time in eachs sole discretion. There can be no assurance that any transaction will be agreed to or
consummated. Alexza does not expect to further amend this Form 8-K concerning a potential transaction until such time, if any, as a definitive agreement is reached or discussions have terminated.
Section 9 Financial Statements and Exhibits
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Letter of Intent by and between the Registrant and Grupo Ferrer Internacional, S.A. dated February 15, 2016.
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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.
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A
LEXZA
P
HARMACEUTICALS
, I
NC
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Date: April 29, 2016
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By:
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/s/ Thomas B. King
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Thomas B. King
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President and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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10.1
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Letter of Intent by and between the Registrant and Grupo Ferrer Internacional, S.A. dated February 15, 2016.
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