Current Report Filing (8-k)

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): November 14 , 2017

Senomyx, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-50791

(Commission File Number)

33-0843840

(I.R.S. Employer Identification No.)

4767 Nexus Centre Drive
San Diego, California

(Address of principal executive offices)

92121

(Zip Code)

Registrant's telephone number, including area code: (858) 646-8300

Not Applicable.
(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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 1.0 2 Termination of a Material Definitive Agreement

On November 14, 2017, Senomyx provided written notice to Lincoln Park Capital Fund, LLC (“LPC”) of its intent to terminate the Purchase Agreement dated December 21, 2016, between Senomyx, Inc. and LPC (the “Purchase Agreement”), such termination to be effective on November 15, 2017. Under the terms of the Purchase Agreement, Seonmyx has the right to terminate the Purchase Agreement at any time, at no cost to us. Pursuant to the Purchase Agreement, prior to termination, the Company had the right to sell to LPC from time to time in its sole discretion up to $14,000,000 in shares of the Company’s common stock over a 24 month period, subject to certain limitations and conditions set forth in the Purchase Agreement.

SIGNATURE

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.

	SENOMYX, INC.

	By:	/S/ CATHERINE C. LEE
		Catherine C. Lee
		Senior Vice President , General Counsel and Corporate Secretary

Date: November 15, 2017