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): March 29, 2012
SOMAXON PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-51665 | 20-0161599 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) | ||
| 10935 Vista Sorrento Parkway, Suite 250, San Diego, CA |
92130 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (858) 876-6500
(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)) |
Item 8.01 Other Events
On March 29, 2012, The Procter & Gamble Distributing Company LLC (“P&G”) notified Somaxon Pharmaceuticals, Inc. (“Somaxon”) that P&G elected not to exercise its right to negotiate with Somaxon for rights to develop and commercialize an over-the-counter pharmaceutical product containing doxepin as the sole active pharmaceutical ingredient (an “OTC Product”). As a result, P&G no longer has any rights relating to an OTC Product under the Co-Promotion Agreement dated August 24, 2010, as amended, between the parties. Somaxon intends to seek potential collaborations with other third parties interested in rights to develop and commercialize an OTC Product.
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.
| SOMAXON PHARMACEUTICALS, INC. | ||||||
| Date: April 2, 2012 | ||||||
| By: | /s/ Matthew W. Onaitis | |||||
| Name: | Matthew W. Onaitis | |||||
| Title: | Senior Vice President and General Counsel | |||||