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EX-99.1 - EX-99.1 - SYNERGY PHARMACEUTICALS, INC.a14-21617_2ex99d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 2, 2014

 

Synergy Pharmaceuticals Inc.

 (Exact name of registrant as specified in its charter)

 

Delaware

 

001-35268

 

33-0505269

(State or other jurisdiction

 

(Commission

 

IRS Employer

of incorporation or organization)

 

File Number)

 

Identification No.)

 

420 Lexington Avenue, Suite 2012

New York, NY 10170

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (212) 297-0020

 

 

(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:

 

o                                   Written communication 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))

 

 

 



 

Item 8.01                   Other Events.

 

Synergy Pharmaceuticals Inc. (the “Company”) has used the corporate presentation attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Slides”), in whole or in part, and possibly with modifications, in connection with its consideration of various financing alternatives. Due to overall market conditions, the Company has decided to postpone entering into a financing transaction until such time as market conditions improve. The Slides are attached as Exhibit 99.1 to this report on Form 8-K and are incorporated herein by reference.

 

The information contained in the Slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

 

Forward-Looking Statements

 

Certain statements in this current report on Form 8-K are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “planned,” “believe,” “forecast,” “estimated,” “expected,” and “intend,” among others. These forward-looking statements are based on the Company’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, substantial competition; the Company’s ability to continue as a going concern; the Company’s need for additional financing; uncertainties of patent protection and litigation; uncertainties of government or third party payer reimbursement; limited sales and marketing efforts and dependence upon third parties; and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. As with any pharmaceutical under development, there are significant risks in the development, regulatory approval and commercialization of new products. There are no guarantees that future clinical trials discussed in this current report on Form 8-K will be completed or successful or that any product will receive regulatory approval for any indication or prove to be commercially successful. Investors should read the risk factors set forth in the Company’s Form 10-K for the year ended December 31, 2013 and other periodic reports filed with the SEC. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and the Company does not undertake any obligation to update publicly such statements to reflect subsequent events or circumstances; and thus you should not unduly rely on these statements.

 

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Item 9.01.                                        Financial Statements and Exhibits.

 

(d)         Exhibits.

 

99.1   Synergy Pharmaceuticals Inc. Presentation dated September 2014.

 

SIGNATURE

 

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.

 

Dated: October 2, 2014

 

 

 

 

 

 

SYNERGY PHARMACEUTICALS INC.

 

 

 

 

 

By:

/s/ Gary S. Jacob

 

 

Gary S. Jacob, Ph.D.

 

 

President and Chief Executive Officer

 

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