Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2017

 

 

BioDelivery Sciences International, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

  

001-31361

  

35-2089858

(State or other jurisdiction
of incorporation)		   (Commission
File Number)		  

(IRS Employer

Identification No.)

 

4131 ParkLake Ave., Suite #225

Raleigh, NC

  

27612

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 919-582-9050

                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 to the registrant under any of the following provisions:

 

☐ 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))

 

 

 

Item 8.01. Other Information.

On January 9, 2017, BioDelivery Sciences International, Inc. (the “Company”) issued a press release announcing that the Company had closed on the transactions contemplated by that certain Termination Agreement, dated December 7, 2016 (the “Termination Agreement”), by and between the Company, its wholly-owned subsidiaries, Arius Pharmaceuticals Inc. and Arius Pharmaceuticals Two Inc., and Endo Pharmaceuticals, Inc. (“Endo”). The Termination Agreement terminates Endo’s licensing rights for the Company’s product BELBUCA (buprenorphine) buccal Film (CIII). The Company’s entry into the Termination Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2016. A copy of the press release announcing the closing of the Termination Agreement is attached as Exhibit 99.1 hereto.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press release, dated January 9, 2017, announcing the Company’s closing of the Termination Agreement.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K, the press release included herein, the upcoming presentation referenced in such press release, and any statements of representatives and partners of BioDelivery Sciences International, Inc. (the “Company”) related thereto, contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including, without limitation, the results of the Company’s reacquisition of, and commercialization efforts for BELBUCA as described therein) may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

January 9, 2017

  

 

BIODELIVERY SCIENCES INTERNATIONAL, INC.

    By:      /s/ Ernest R. De Paolantonio
    Name:    Ernest R. De Paolantonio
    Title:    Chief Financial Officer, Treasurer and Secretary