DEPO Depomed, Inc. (delisted)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K/A

Amendment No. 1

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 30, 2017

7999 Gateway Blvd., Suite 300, Newark, California 94560
(Address of principal executive offices, with zip code)

(510) 744-8000
(Registrant’s telephone number, including area code)

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):

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))

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 o

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.   o

Explanatory Note

This Amendment No. 1 (this “ Amendment ”) to the Current Report on Form 8-K of Depomed, Inc., a California corporation (the “ Company ”), amends the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on December 4, 2017 (the “ Original Report ”), by reporting that all purchasers party to the Note Purchase Agreement, dated as of March 12, 2015 (the “ Purchase Agreement ”), among the Company, the purchasers party thereto and Deerfield Private Design Fund III, L.P., as collateral agent (“ Deerfield ”), have agreed to and executed the Waiver and Second Amendment, dated as of December 4, 2017 (the “ Deerfield Amendment ”), among the Company, the purchasers party thereto and Deerfield.  A copy of the Deerfield Amendment is attached hereto as Exhibit 10.1.  Other than as described above, this Amendment does not amend any other information previously filed in the Original Report.

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