Current Report Filing (8-k)
May 09 2019 - 4:41PM
Edgar (US Regulatory)
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): May 9, 2019 (May 6, 2019)
VANDA PHARMACEUTICALS INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-34186
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03-0491827
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(Commission File No.)
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(IRS Employer Identification No.)
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2200 Pennsylvania Avenue NW
Suite 300E
Washington,
DC 20037
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (202)
734-3400
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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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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☐
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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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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. ☐
Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Common Stock, par value $0.001
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VNDA
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The Nasdaq Stock Market LLC
(The Nasdaq Global Market)
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On May 6, 2019, in the qui tam action filed against Vanda Pharmaceuticals Inc. (the Company) in the United States District Court for the
District of Columbia (DC District Court) and titled
United States ex rel. Richard Gardner v. Vanda Pharmaceuticals Inc.
, the plaintiff, Richard Gardner, filed a Motion for Leave to File Document Under Seal, with an amended complaint attached.
This motion was granted by the DC District Court on May 8, 2019. The Company has not been served with the original complaint or the amended complaint. The Company intends to vigorously defend itself in the litigation if served.
As previously disclosed, in February 2019, a qui tam action filed against the Company was unsealed by order of the DC District Court. The qui tam action,
which was filed under seal in March 2017, was brought by a former Company employee on behalf of the U.S., 28 states and the District of Columbia (collectively, the Plaintiff States) and the policyholders of certain insurance companies under the
Federal False Claims Act and state law equivalents to the Federal False Claims Act and related state laws. The original complaint alleged that the Company violated these laws through the promotion and marketing of its products Fanapt
®
and HETLIOZ
®
. The original complaint sought, among other things, treble damages, civil penalties for each alleged false claim, and
attorneys fees and costs. By virtue of the DC District Court having unsealed the original complaint, the Company learned that in January 2019, the U.S., as well as the Plaintiff States, filed notice of their election not to intervene in the
qui tam action at that time. The U.S. and the Plaintiff States election not to intervene does not prevent the plaintiff/relator from litigating this action and the U.S. and the Plaintiff States may later seek to intervene in the action,
including after review of the amended complaint.
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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Dated: May 9, 2019
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VANDA PHARMACEUTICALS INC.
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By:
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/s/ Timothy Williams
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Name:
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Timothy Williams
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Title:
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Senior Vice President, General Counsel and Secretary
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