Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
On
In addition, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Items 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and in Item 2.01 is incorporated herein by reference.
In connection with the consummation of the Merger, the Company notified the
OTCQX ("OTC") on
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and in Items 2.01, 3.01 and 5.03 is incorporated herein by reference.
At the Effective Time, each holder of Zyla Common Stock immediately prior to such time ceased to have any rights as a stockholder of the Company other than the right to receive shares of Parent Common Stock pursuant to the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
The information set forth in Items 2.01, 3.01 and 5.02 are incorporated herein by reference.
As a result of the effectiveness of the Merger on
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Agreements of Certain Officers.
As of the Effective Time and pursuant to the terms of the Merger Agreement, each
of
Additionally, as of the Effective Time,
At the Effective Time, pursuant to the Merger Agreement,
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
As of the Effective Time, pursuant to the Merger Agreement, (i) the certificate of incorporation of the Company was amended and restated in its entirety and (ii) the bylaws of the Company were amended and restated in its entirety.
The foregoing description of the amendment and restatement of each of the Company's certificate of incorporation and bylaws in this Section 5.03 is not complete and is qualified in its entirety by reference to the full text of the certificate of incorporation and the amended and restated bylaws of the Company attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On
At the Special Meeting, the Company's stockholders approved each of the two proposals set forth below, with the final results as follows:
1. The adoption of the Merger Agreement:
For the shareholder votes in item 5.07, please insert for the first vote numbers based on the following:
FOR: 8,371,154 AGAINST: 0 ABSTAIN: 0 BROKER NON-VOTES: 0
2. An advisory (non-binding) vote on the compensation that will or may be paid or provided by the Company to its named executive officers in connection with the Merger.
For the second vote in item 5.07, please insert the following numbers:
FOR: 8,332,370 AGAINST: 33,438 ABSTAIN: 5,346 BROKER NON-VOTES: 0
There being a quorum present and sufficient votes in favor of Proposal 1, the
stockholders were not asked to vote with respect to the "Zyla Adjournment
Proposal" described in the Company's definitive proxy statement filed with the
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are filed as part of this report:
Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofMarch 16, 2020 , by and amongZyla Life Sciences ,Alligator Zebra Holdings, Inc. , Assertio Therapeutics, Inc.,Zebra Merger Sub, Inc. andAlligator Merger Sub, Inc. (Certain schedules (or similar attachments) to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish copies of any such schedules (or similar attachments) to theU.S. Securities and Exchange Commission or its staff upon request.) 3.1 Fifth Amended and Restated Certificate of Incorporation ofZyla Life Sciences 3.2 Third Amended and Restated Bylaws ofZyla Life Sciences
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