NGSX / NeurogesX, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

NeurogesX, Inc.
US ˙ OTC
DETTE SYMBOL ER IKKE LÆNGERE AKTIVT

Grundlæggende statistik
CIK 1385830
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NeurogesX, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
February 13, 2017 SC 13G/A

NGSX / NeurogesX, Inc. / Henriques Charles A. - FORM SC 13G/A Passive Investment

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 9, 2017 SC 13G/A

NGSX / NeurogesX, Inc. / KCG AMERICAS LLC - SC 13G/A NGSX 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 2) NeurogesX, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 641252101 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

February 17, 2016 SC 13G/A

NGSX / NeurogesX, Inc. / Henriques Charles A. - FORM SC 13G/A Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NeurogesX, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 641252 101 (CUSIP Number) January 7, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 11, 2016 SC 13G/A

NGSX / NeurogesX, Inc. / KCG AMERICAS LLC - SC 13G/A NGSX Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) NeurogesX, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 641252101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

January 7, 2016 SC 13G

NGSX / NeurogesX, Inc. / Henriques Charles A. - SC 13G Passive Investment

SC 13G 1 schedule13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NeurogesX, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 641252 101 (CUSIP Number) January 7, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

September 18, 2015 SC 13G/A

NGSX / NeurogesX, Inc. / Henriques Charles A. - SC 13G/A Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 (Amendment No. )* NeurogesX, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 641252 101 (CUSIP Number) July 21, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

September 17, 2015 SC 13G

NGSX / NeurogesX, Inc. / Henriques Charles A. - SC 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NeurogesX, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 641252 101 (CUSIP Number) July 21, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

February 10, 2015 SC 13G

NGSX / NeurogesX, Inc. / KCG AMERICAS LLC - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Initial Filing) Under the Securities Exchange Act of 1934 NeurogesX, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 641252101 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 18, 2014 SC 13G/A

NGSX / NeurogesX, Inc. / Arkin Moshe - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* NeurogesX, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 641252101 (CUSIP Numbe

July 11, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Completion of Acquisition or Disposition of Assets

8-K 1 d566855d8k.htm FORM 8-K 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 July 11, 2013 (July 8, 2013) Date of Report (date of earliest event reported) NEUROGESX, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33438 94-3307935 (State or other jurisdicti

June 24, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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 June 24, 2013 (June 18, 2013) Date of Report (date of earliest event reported) NEUROGESX, INC.

April 17, 2013 8-K

Entry into a Material Definitive Agreement

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 April 17, 2013 (April 15, 2013) Date of Report (date of earliest event reported) NEUROGESX, INC.

April 1, 2013 NT 10-K

- NT 10-K

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-34372 NOTIFICATION OF LATE FILING CUSIP NUMBER 784932600 (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-

April 1, 2013 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities - FORM 8-K

Form 8-K 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 April 1, 2013 (March 29, 2013) Date of Report (date of earliest event reported) NEUROGESX, INC.

March 27, 2013 8-K

Other Events - FORM 8-K

FORM 8-K 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 March 27, 2013 (March 27, 2013) Date of Report (date of earliest event reported) NEUROGESX, INC.

March 26, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 26, 2013 Post-Effective Amendment No.

March 26, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 26, 2013 Post-Effective Amendment No.

March 26, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 26, 2013 Post-Effective Amendment No.

March 26, 2013 S-8 POS

- S-8 POS

s-8 POS As filed with the Securities and Exchange Commission on March 26, 2013 Post-Effective Amendment No.

March 26, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 26, 2013 Post-Effective Amendment No.

March 26, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 26, 2013 Post-Effective Amendment No.

March 26, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on March 26, 2013 Post-Effective Amendment No.

March 25, 2013 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on March 25, 2013 Post-Effective Amendment No.

March 25, 2013 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on March 25, 2013 Post-Effective Amendment No.

March 25, 2013 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on March 25, 2013 Post-Effective Amendment No.

March 25, 2013 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on March 25, 2013 Post-Effective Amendment No.

March 11, 2013 8-K

Entry into a Material Definitive Agreement, Other Events - FORM 8-K

Form 8-K 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 March 11, 2013 (March 7, 2013) Date of Report (date of earliest event reported) NEUROGESX, INC.

March 5, 2013 8-K

Costs Associated with Exit or Disposal Activities, Other Events - FORM 8-K

Form 8-K 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 March 5, 2013 (February 28, 2013) Date of Report (date of earliest event reported) NEUROGESX, INC.

February 14, 2013 SC 13G/A

NGSX / NeurogesX, Inc. / PALEFSKY HOWARD D - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NeurogesX, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 641252101 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 14, 2013 SC 13G/A

NGSX / NeurogesX, Inc. / SVLSF IV, LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Rule 13d-102) (Amendment No. 3) NEUROGESX, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 641252101 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

February 14, 2013 SC 13G

NGSX / NeurogesX, Inc. / Hercules Technology Growth Capital Inc - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

January 8, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K 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) January 8, 2013 (January 4, 2013) NEUROGESX, INC.

November 30, 2012 8-K

Costs Associated with Exit or Disposal Activities, Other Events - FORM 8-K

Form 8-K 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) November 30, 2012 (November 29, 2012) NEUROGESX, INC.

November 14, 2012 EX-10.2

NEUROGESX, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.2 Exhibit 10.2 [***]CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. NEUROGESX, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?) is mad

November 14, 2012 EX-10.1

NEUROGESX, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.1 Exhibit 10.1 [***]CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. NEUROGESX, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is mad

November 14, 2012 EX-99.1

NeurogesX Reports Third Quarter 2012 Results

EX-99.1 2 d441176dex991.htm PRESS RELEASE Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 NeurogesX Reports Third Quarter 2012 Results Recent Highlights: • End-of-Phase 2 FDA interaction sets guidance to enable initiation of NGX-1998 Phase 3 studies • Presented NGX-1998 Phase 2 trial data at World Congress; showed clear dose response from well-to

November 14, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 8-K 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 November 14, 2012 (November 14, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

November 14, 2012 10-Q

Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 14, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

Form 8-K 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) November 14, 2012 (November 12, 2012) NEUROGESX, INC.

November 14, 2012 EX-10.3

MASTER SERVICE AGREEMENT

EX-10.3 EXHIBIT 10.3 MASTER SERVICE AGREEMENT This Master Service Agreement (?Agreement?) is made effective as of June 12, 2012 (the ?Effective Date?), by and between NeurogesX, Inc. located at 2215 Bridgepointe Parkway, Suite 200, San Mateo, CA 94404 (?Client?), and CoreRx, Inc. located at 6101 Johns Road, Suite 8, Tampa, Florida 33634, (?CoreRx?), as follows: 1. Definitions. 1.1. ?Applicable Law

September 14, 2012 8-K

- FORM 8-K

Form 8-K 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 September 14, 2012 (September 10, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

August 24, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - FORM 8-K

Form 8-K 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) August 24, 2012 (August 23, 2012) NEUROGESX, INC.

August 10, 2012 10-Q

Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 10, 2012 EX-10.1

SETTLEMENT, RELEASE AND PATENT ASSIGNMENT AGREEMENT

EX-10.1 Exhibit 10.1 [***]CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SETTLEMENT, RELEASE AND PATENT ASSIGNMENT AGREEMENT This Settlement, Release and Patent Assignment Agreement (this “Agreement”) is made as of April 3

August 10, 2012 EX-10.3

SUBLEASE ORACLE AMERICA, INC. NEUROGESX, INC. 999 Baker Way, San Mateo, California Second (2nd) Floor

Exhibit 10.3 Approved as to Legal Form #1799383.7 SUBLEASE BETWEEN ORACLE AMERICA, INC. AND NEUROGESX, INC. 999 Baker Way, San Mateo, California Second (2nd) Floor SUBLEASE THIS SUBLEASE (“Sublease”) is entered into as of May 14, 2012 (the “Effective Date”), by and between ORACLE AMERICA, INC., a Delaware corporation (“Sublandlord”) and NEUROGESX, INC., a Delaware corporation (“Subtenant”), with r

August 10, 2012 EX-10.2

AMENDMENT NUMBER FOUR EXCLUSIVE LICENSE AGREEMENT THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND NEUROGESX, INC.

EX-10.2 3 d366721dex102.htm EX-10.2 Exhibit 10.2 [***]CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AMENDMENT NUMBER FOUR TO EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND NEUROGESX, I

August 7, 2012 EX-99.1

NeurogesX Provides Regulatory Update For NGX-1998 Clinical Program End-of Phase 2 FDA Guidance Supports Plan To Enter Phase 3 Development Later This Year

Press Release Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] NeurogesX Provides Regulatory Update For NGX-1998 Clinical Program End-of Phase 2 FDA Guidance Supports Plan To Enter Phase 3 Development Later This Year San Mateo, Calif., (August 7, 2012) – NeurogesX, Inc. (OTCQB: NGSX; OTCBB: NGSX), a specialty pharmaceutica

August 7, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 August 7, 2012 (August 7, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

August 3, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 8-K 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 August 3, 2012 (August 3, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

August 3, 2012 EX-99.1

NeurogesX Reports Second Quarter 2012 Results

EX-99.1 2 d388601dex991.htm PRESS RELEASE Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 NeurogesX Reports Second Quarter 2012 Results Q2 2012 and Recent Highlights: • Business development process proceeding for NGX-1998 and Qutenza • End-of-Phase 2 meeting package submitted and accepted by FDA • Astellas enrolled first patient in EU clinical tr

August 2, 2012 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d390607d8k.htm FORM 8-K 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 August 2, 2012 (August 2, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33438 94-3307935 (State or other jurisdi

August 2, 2012 EX-99.1

NeurogesX Receives Additional Notice of Allowance Covering NGX-1998 in U.S.

EX-99.1 2 d390607dex991.htm PRESS RELEASE Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] NeurogesX Receives Additional Notice of Allowance Covering NGX-1998 in U.S. San Mateo, Calif., (August 2, 2012) – NeurogesX, Inc. (OTCQB: NGSX; OTCBB: NGSX), a specialty pharmaceutical company focused on developing and commercializin

June 29, 2012 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

8-K 1 d374274d8k.htm FORM 8-K 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 June 29, 2012 (June 27, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC. (Exact name of Registrant as specified in its charter) Delaware 001-33438 94-3307935 (State or other jurisdict

June 29, 2012 EX-99.1

Trading in NeurogesX Common Stock to Move from NASDAQ to OTCBB

EX-99.1 2 d374274dex991.htm PRESS RELEASE Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] Trading in NeurogesX Common Stock to Move from NASDAQ to OTCBB SAN MATEO, Calif., June 29, 2012 (GLOBE NEWSWIRE) — NeurogesX, Inc. (NASDAQ: NGSX), a specialty pharmaceutical company focused on developing and commercializing a portfol

June 19, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 June 19, 2012 (June 18, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

June 19, 2012 EX-99.2

NeurogesX Receives Notice of Two U.S. Patent Allowances Covering NGX-1998

EX-99.2 3 d369279dex992.htm PRESS RELEASE Exhibit 99.2 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] NeurogesX Receives Notice of Two U.S. Patent Allowances Covering NGX-1998 San Mateo, Calif., (June 19, 2012) – NeurogesX, Inc. (NASDAQ: NGSX), a specialty pharmaceutical company focused on developing and commercializing a portfolio o

June 19, 2012 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

Form 8-K 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 June 19, 2012 (June 15, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

June 19, 2012 EX-99.1

NeurogesX Issued Japanese Patent for NGX-1998 Additional Japanese Patent Application Allowed

EX-99.1 2 d369279dex991.htm PRESS RELEASE Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] NeurogesX Issued Japanese Patent for NGX-1998 Additional Japanese Patent Application Allowed San Mateo, Calif., (June 18, 2012) – NeurogesX, Inc. (NASDAQ: NGSX), a specialty pharmaceutical company focused on developing and commercial

June 11, 2012 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K 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 June 11, 2012 (June 7, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

May 10, 2012 10-Q

Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 10, 2012 EX-10.1

NEUROGESX, INC. EXECUTIVE EMPLOYMENT AGREEMENT

Executive Employment Agreement Exhibit 10.1 NEUROGESX, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”), dated as of January 1, 2012, is entered into by and between NEUROGESX, INC., a Delaware corporation (as supplemented by Section 13 hereof, the “Company”), and RONALD A. MARTELL (the “Executive”). The Board of Directors of the Company (the “Board”) has d

May 4, 2012 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - FORM 8-K

FORM 8-K 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 May 4, 2012 (May 3, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

May 3, 2012 EX-99.1

NeurogesX Reports First Quarter 2012 Results

Press Release Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 NeurogesX Reports First Quarter 2012 Results Q1 2012 and Recent Highlights: • Engaged JSB-Partners, a global life sciences advisor, to assist the Company in executing its business development objectives for NGX-1998 and Qutenza® • FDA accepted the Company’s request for an End-of-Phase

May 3, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 8-K 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 May 3, 2012 (May 3, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

April 30, 2012 DEF 14A

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 27, 2012 8-K

Other Events - FORM 8-K

Form 8-K 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 April 27, 2012 (April 23, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

April 20, 2012 EX-99.1

NeurogesX Receives Determination Letter from NASDAQ Intends to Request Hearing to Remain Listed on NASDAQ

NeurogesX Receives Determination Letter from NASDAQ Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] NeurogesX Receives Determination Letter from NASDAQ Intends to Request Hearing to Remain Listed on NASDAQ San Mateo, Calif., (April 20, 2012) – NeurogesX, Inc. (NASDAQ: NGSX), a specialty pharmaceutical company focused on d

April 20, 2012 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 April 20, 2012 (April 17, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

April 19, 2012 EX-99.1

NeurogesX Engages JSB-Partners to Execute Business Development Strategy

EX-99.1 2 d336816dex991.htm NEUROGESX ENGAGES JSB-PARTNERS TO EXECUTE BUSINESS DEVELOPMENT STRATEGY Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] NeurogesX Engages JSB-Partners to Execute Business Development Strategy San Mateo, Calif., (April 17, 2012) – NeurogesX, Inc. (NASDAQ: NGSX), a specialty pharmaceutical compan

April 19, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 April 19, 2012 (April 17, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

April 12, 2012 424B3

Common Stock

Prospectus Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-180448 PROSPECTUS Common Stock This prospectus relates to the disposition from time to time of up to 2,969,685 shares of our common stock, which are held by the selling stockholders named in this prospectus. The selling stockholders acquired the common stock from us in a private placement that closed on February 3,

April 9, 2012 8-K

Entry into a Material Definitive Agreement - FORM 8-K

Form 8-K 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 April 9, 2012 (April 3, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

March 29, 2012 S-3

- FORM S-3

Form S-3 Table of Contents As filed with the U.S. Securities and Exchange Commission on March 29, 2012. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEUROGESX, INC. (Exact name of registrant as specified in its charter) Delaware 94-3307935 (State of incorporation) (I.R.S. Employer Iden

March 28, 2012 10-K

Annual Report - FORM 10-K

10-K 1 d258817d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

March 28, 2012 EX-10.4

NEUROGESX, INC. INDEMNIFICATION AGREEMENT

EX-10.4 3 d258817dex104.htm FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.4 NEUROGESX, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is effective as of , by and between NeurogesX, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, the Company and Indemnitee recognize the significant cost of directors’ and officers’ liability insurance and the ge

March 28, 2012 EX-10.13

NEUROGESX, INC. EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.13 5 d258817dex1013.htm EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.13 NEUROGESX, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”), dated as of October 27, 2011, is entered into by and between NEUROGESX, INC., a Delaware corporation (as supplemented by Section 13 hereof, the “Company”), and Stephen J. Peroutka, MD, PhD (the “Executive”). The Board of D

March 28, 2012 EX-10.9

NEUROGESX, INC. AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.9 4 d258817dex109.htm AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.9 NEUROGESX, INC. AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended & Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between Anthony DiTonno (the “Executive”) and NeurogesX, Inc., a Delaware Corporation (the “Company”), effective as of November 9, 2011

March 28, 2012 EX-4.1

EX-4.1

EX-4.1 2 d258817dex41.htm SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.1

March 28, 2012 S-8

- FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on March 28, 2012 Registration No.

March 27, 2012 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 March 27, 2012 (March 26, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

March 27, 2012 EX-4.1

FIRST AMENDMENT WARRANT AGREEMENT

First Amendment to the Warrant Agreement Exhibit 4.1 FIRST AMENDMENT TO WARRANT AGREEMENT THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is entered into as of March 26, 2012, by and between HERCULES TECHNOLOGY GROWTH CAPITAL, INC. (the “Warrantholder”) and NEUROGESX, INC. (the “Company”). RECITALS The Company and the Warrantholder are parties to a Warrant Agreement dated as of August

March 13, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K 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 March 13, 2012 (March 7, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

March 8, 2012 EX-99.1

NeurogesX Reports Fourth Quarter and Year-End 2011 Results Implements Restructuring to Focus on NGX-1998 Development

EX-99.1 2 d312375dex991.htm PRESS RELEASE Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 NeurogesX Reports Fourth Quarter and Year-End 2011 Results Implements Restructuring to Focus on NGX-1998 Development Q4 2011 and Recent Highlights: • Positive NGX-1998 Phase 2 clinical trial in postherpetic neuralgia (PHN) patients met all study objectives •

March 8, 2012 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 8-K 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 March 8, 2012 (March 5, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

February 9, 2012 8-K

Financial Statements and Exhibits, Other Events

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 February 9, 2012 (February 9, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

February 9, 2012 EX-99.1

NeurogesX’ Stock Trading Halted Today FDA Advisory Committee to Review sNDA for Qutenza® (capsaicin) 8% Patch for HIV-Associated Peripheral Neuropathy (HIV-PN)

Press Release Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] NeurogesX’ Stock Trading Halted Today FDA Advisory Committee to Review sNDA for Qutenza® (capsaicin) 8% Patch for HIV-Associated Peripheral Neuropathy (HIV-PN) San Mateo, Calif., (February 9, 2012) – NeurogesX Inc., a specialty pharmaceutical company focused on

February 9, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 February 9, 2012 (February 9, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

February 9, 2012 EX-99.1

NeurogesX Provides Update on Qutenza® (Capsaicin) 8% Patch for New Indication to Treat HIV-PN Following FDA Advisory Committee Review FDA Expected to Make Decision by March 7, 2012

Press Release Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] NeurogesX Provides Update on Qutenza® (Capsaicin) 8% Patch for New Indication to Treat HIV-PN Following FDA Advisory Committee Review FDA Expected to Make Decision by March 7, 2012 San Mateo, Calif.—Feb 9, 2012— NeurogesX (NASDAQ: NGSX), a specialty pharmaceuti

February 6, 2012 EX-10.1

SECURITIES PURCHASE AGREEMENT

Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 31, 2012 by and among NeurogesX, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). RECITAL

February 6, 2012 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 February 6, 2012 (January 31, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

February 6, 2012 EX-4.1

REGISTRATION RIGHTS AGREEMENT

Form of Registration Rights Agreement Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2012, by and among NeurogesX, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Securit

February 3, 2012 EX-99.1

NeurogesX Grants Equity Awards Under Its 2011 Inducement Stock Plan

Press Release Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] NeurogesX Grants Equity Awards Under Its 2011 Inducement Stock Plan San Mateo, Calif., (February 3, 2012) – NeurogesX, Inc. (Nasdaq: NGSX), a specialty pharmaceutical company focused on developing and commercializing a portfolio of novel non-opioid, pain manage

February 3, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 February 3, 2012 (January 30, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

February 1, 2012 EX-99.1

NeurogesX, Inc. Announces $3.0 Million Private Placement

Press Release Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] NeurogesX, Inc. Announces $3.0 Million Private Placement San Mateo, Calif., (February 1, 2012) – NeurogesX, Inc. (Nasdaq: NGSX), a biopharmaceutical company focused on developing and commercializing novel pain management therapies, today announced that on Janua

February 1, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K 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 February 1, 2012 (January 31, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

January 30, 2012 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - FORM 8-K

Form 8-K 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) January 30, 2012 (January 27, 2012) NEUROGESX, INC.

January 18, 2012 SC 13G/A

NGSX / NeurogesX, Inc. / Arkin Moshe - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* NeurogesX, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 641252101 (CUSIP Numbe

January 6, 2012 CORRESP

-

SEC Response Letter [NeurogesX, Inc. Letterhead] January 6, 2012 Mellissa Campbell Duru Special Counsel Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission Washington, D.C. 20549-3628 Re: NeurogesX, Inc. Schedule TO-I Filed November 14, 2011 File No. 5-82872 Dear Ms. Duru: NeurogesX, Inc (the “Company”) is submitting this letter in resp

January 3, 2012 EX-99.1

NeurogesX Appoints Ronald Martell President and Chief Executive Officer

Press Release Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Victoria Aguiar (media) (646) 536-7013 [email protected] NeurogesX Appoints Ronald Martell President and Chief Executive Officer San Mateo, Calif., (January 3, 20

January 3, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 8-K 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 January 3, 2012 (January 1, 2012) Date of Report (date of earliest event reported) NEUROGESX, INC.

December 20, 2011 SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 NeurogesX, Inc. (Name of Subject Company (Issuer)

Amendment No. 1 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 NeurogesX, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.0001 per share (Title of Class of Securities) 6412521

December 15, 2011 EX-99.1

NeurogesX Confirms FDA Advisory Committee to Review sNDA for Qutenza® (capsaicin) 8% Patch for HIV-Associated Peripheral Neuropathy (HIV-PN) Anesthetic and Analgesic Drug Products Advisory Committee Meeting Scheduled for February 9, 2012

Exhibit 99.1 NeurogesX, Inc. The Ruth Group Stephen Ghiglieri Stephanie Carrington (investors) Executive Vice President, COO (646) 536-7017 and CFO [email protected] (650) 358-3310 [email protected] Victoria Aguiar (media) (646) 536-7013 [email protected] NeurogesX Confirms FDA Advisory Committee to Review sNDA for Qutenza? (capsaicin) 8% Patch for HIV-Associated Periphera

December 15, 2011 8-K

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) December 15, 2011 (December 15, 2011

Form 8-K 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) December 15, 2011 (December 15, 2011) NEUROGESX, INC.

November 29, 2011 CORRESP

-

SEC Responce Letter [NeurogesX, Inc. Letterhead] November 29, 2011 Mellissa Campbell Duru Special Counsel Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission Washington, D.C. 20549-3628 Re: NeurogesX, Inc. Schedule TO-I Filed November 14, 2011 File No. 5-82872 Dear Ms. Duru: NeurogesX, Inc (the “Company”) is submitting this letter in re

November 14, 2011 EX-99.(A)(1)(B)

2

Exhibit (a)(1)(B) To: All Eligible Employees From: Tony DiTonno Re: Stock Option Exchange Offer Date: November 14, 2011 Today, we are happy to announce that we are offering you the opportunity to participate in an offer to exchange certain of your stock options for new stock options.

November 14, 2011 EX-99.1

NeurogesX Receives FDA Acceptance for Review of sNDA for Qutenza® (capsaicin) 8% Patch for HIV-Associated Peripheral Neuropathy (HIV-PN) Priority Six Month Review Granted – PDUFA Date of March 7, 2012

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Victoria Aguiar (media) (646) 536-7013 [email protected] NeurogesX Receives FDA Acceptance for Review of sNDA for Qutenza? (capsaicin) 8% Patch for HIV-Associated Peripheral Ne

November 14, 2011 EX-10.2

NEUROGESX, INC. AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Restated Executive Employment Agreement Exhibit 10.2 NEUROGESX, INC. AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended & Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between Stephen Ghiglieri (the “Executive”) and NeurogesX, Inc., a Delaware Corporation (the “Company”), effective as of September 19, 2011 (the “Effective Date”). RECITALS WHE

November 14, 2011 8-K

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) November 14, 2011 (November 14, 2011

Form 8-K 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) November 14, 2011 (November 14, 2011) NEUROGESX, INC.

November 14, 2011 EX-99.(A)(1)(C)

NEUROGESX, INC. ELECTION AND WITHDRAWAL FORM

Exhibit (a)(1)(C) NEUROGESX, INC. ELECTION AND WITHDRAWAL FORM Please review, complete and sign this form, then either (1) fax it to Michelle Evans at 650-523-4312 or (2) e-mail (via PDF or similar imaged document file) it to [email protected] before 9:00 p.m., Pacific Time, on December 12, 2011. DELIVERY OF YOUR ELECTION AND WITHDRAWAL FORM OTHER THAN BY FAX OR E-MAIL, OR TO A NUMBER O

November 14, 2011 EX-10.5

NEUROGESX, INC. CONSULTING AGREEMENT

EX-10.5 5 d235134dex105.htm CONSULTING AGREEMENT Exhibit 10.5 NEUROGESX, INC. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered into as of September 27, 2011 by and between NeurogesX, Inc., a Delaware corporation (the “Company”), and Jeffrey Tobias, M.D., as of October 16, 2011, a former employee and executive of the Company (“Consultant”). The Company desires to retain

November 14, 2011 EX-99.(A)(1)(G)

NEUROGESX, INC. 2007 STOCK PLAN NOTICE OF GRANT OF STOCK OPTION

Exhibit (a)(1)(G) NEUROGESX, INC. 2007 STOCK PLAN NOTICE OF GRANT OF STOCK OPTION Unless otherwise defined herein, the terms defined in the 2007 Stock Plan, as amended, (the ?Plan?) will have the same defined meanings in this Notice of Grant of Stock Option (the ?Notice of Grant?) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A (together, the ?Agreement?). Participant:

November 14, 2011 EX-10.3

NEUROGESX, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Restated Executive Employment Agreement Exhibit 10.3 NEUROGESX, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between Jeffrey Tobias (the “Executive”) and NeurogesX, Inc., a Delaware Corporation (the “Company”), effective as of September 19, 2011 (the “Effective Date”). RECITALS WH

November 14, 2011 SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 NeurogesX, Inc. (Name of Subject Company (Issuer) and Filing Person (

Tender Offer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 NeurogesX, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.0001 per share (Title of Class of Securities) 641252101 (CUSIP Number of Class of Securiti

November 14, 2011 EX-99.(A)(1)(F)

NEUROGESX, INC. 2000 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT

Exhibit (a)(1)(F) NEUROGESX, INC. 2000 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2000 Stock Incentive Plan shall have the same defined meanings in this Stock Option Agreement. I. NOTICE OF STOCK OPTION GRANT Name: Address: The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and

November 14, 2011 EX-99.(A)(1)(E)

Forms of Reminder and Last Day E-mails To: All Eligible Employees Subject: NeurogesX? Exchange Offer Closes Soon

Exhibit (a)(1)(E) Forms of Reminder and Last Day E-mails To: All Eligible Employees Subject: NeurogesX? Exchange Offer Closes Soon A letter was sent to you on November 14, 2011, from Tony DiTonno that provided you with instructions about how to participate in the NeurogesX Offer to Exchange Certain Stock Options for New Stock Options.

November 14, 2011 S-8

As filed with the Securities and Exchange Commission on November 14, 2011

Form S-8 As filed with the Securities and Exchange Commission on November 14, 2011 Registration No.

November 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33438 NEUROGESX, INC. (Exac

November 14, 2011 EX-99.(A)(1)(D)

Confirmation E-mail or Letter to Employees who Elect to Participate in the Offer to Exchange Certain Stock Options for New Stock Options To: [NAME] Subject: Confirmation of Election

Exhibit (a)(1)(D) Confirmation E-mail or Letter to Employees who Elect to Participate in the Offer to Exchange Certain Stock Options for New Stock Options To: [NAME] Subject: Confirmation of Election Dear [NAME]: This message confirms that NeurogesX has received your election to participate in the Exchange Offer.

November 14, 2011 EX-99.(A)(1)(A)

NeurogesX, Inc November 14, 2011 OFFER TO EXCHANGE CERTAIN STOCK OPTIONS FOR NEW STOCK OPTIONS This offer to exchange and your withdrawal rights will expire at 9:00 p.m., Pacific Time, on December 12, 2011, unless the offer is extended.

Offer to Exchange Certain Stock Options for New Stock Options Exhibit (a)(1)(A) NeurogesX, Inc November 14, 2011 OFFER TO EXCHANGE CERTAIN STOCK OPTIONS FOR NEW STOCK OPTIONS This offer to exchange and your withdrawal rights will expire at 9:00 p.

November 14, 2011 EX-10.4

NEUROGESX, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.4 NEUROGESX, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the ?Agreement?) is made and entered into by and between Michael Markels (the ?Executive?) and NeurogesX, Inc., a Delaware Corporation (the ?Company?), effective as of September 19, 2011 (the ?Effective Date?). RECITALS WHEREAS, the Company and Executive entere

November 10, 2011 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of NeurogesX, Inc.

November 8, 2011 8-K

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) November 8, 2011 (November 8, 2011)

Form 8-K 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) November 8, 2011 (November 8, 2011) NEUROGESX, INC.

November 8, 2011 EX-99.2

Phase 2 (C204 Study)

1 NGX-1998 Phase 2 (C204 Study) Postherpetic Neuralgia (PHN) Top-Line Results November 8, 2011 Exhibit 99.

November 8, 2011 EX-99.1

NeurogesX Reports Positive Phase 2 Results for NGX-1998 for Treatment of Postherpetic Neuralgia Study Results Support 5 Minute Application of Topical Liquid Capsaicin Conference Call Today at 8:30am (ET)

Exhibit 99.1 NeurogesX Reports Positive Phase 2 Results for NGX-1998 for Treatment of Postherpetic Neuralgia Study Results Support 5 Minute Application of Topical Liquid Capsaicin Formulation Conference Call Today at 8:30am (ET) San Mateo, Calif., November 8, 2011 ? NeurogesX, Inc. (NASDAQ: NGSX), a biopharmaceutical company focused on developing and commercializing novel pain management therapies

October 31, 2011 EX-99.1

NeurogesX Appoints Dr. Stephen J. Peroutka as Executive Vice President and Chief Medical Officer

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Victoria Aguiar (media) (646) 536-7013 [email protected] NeurogesX Appoints Dr. Stephen J. Peroutka as Executive Vice President and Chief Medical Officer San Mateo, Calif., (Oc

October 31, 2011 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition, Other Events

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 October 31, 2011 (October 31, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

October 31, 2011 8-K

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 October 31, 2011 (October 27, 2011) Date of Report (date of earliest event reported)

Form 8-K 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 October 31, 2011 (October 27, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

October 31, 2011 EX-99.1

NeurogesX Reports Third Quarter 2011 Results Announces Operational Restructure Conference Call Today at 4:30pm EDT

Press Release Exhibit 99.1 NeurogesX, Inc. The Ruth Group Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 Stephanie Carrington (investors) (646) 536-7017 [email protected] Victoria Aguiar (media) (646) 536-7013 [email protected] NeurogesX Reports Third Quarter 2011 Results Announces Operational Restructure Conference Call Today at 4:30pm EDT Recent Highligh

October 31, 2011 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NEUROGESX, INC. (Exact name of Registrant as specified in

SCHEDULE TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 NEUROGESX, INC.

October 31, 2011 EX-99.2

NeurogesX, Inc.

Script of October 31, 2011 Teleconference Exhibit 99.2 NeurogesX, Inc. Third Quarter 2011 Conference Call October 31, 2011 Operator: Greetings ladies and gentlemen and welcome to the NeurogesX Inc.’s Third Quarter 2011 conference call to discuss the quarterly results and provide a business update. At this time, all participants are in a listen-only mode. A brief question and answer session will fo

October 31, 2011 EX-99.1

NeurogesX, Inc.

Exhibit 99.1 NeurogesX, Inc. Third Quarter 2011 Conference Call October 31, 2011 Operator: Greetings ladies and gentlemen and welcome to the NeurogesX Inc.?s Third Quarter 2011 conference call to discuss the quarterly results and provide a business update. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone sh

October 21, 2011 8-K

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 18, 2011 (October 21, 2011)

Form 8-K 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 18, 2011 (October 21, 2011) NEUROGESX, INC.

September 27, 2011 EX-99.1

NeurogesX Announces Resignation of EVP of Research and Development and Chief Medical Officer Jeffrey K Tobias, MD Dr. Tobias to Consult on Near Term Clinical and Regulatory Activities

Press Release Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Victoria Aguiar (media) (646) 536-7013 [email protected] NeurogesX Announces Resignation of EVP of Research and Development and Chief Medical Officer Jeffrey K To

September 27, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 September 27, 2011 (September 21, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

September 26, 2011 EX-10.1

NEUROGESX, INC. 2011 INDUCEMENT STOCK PLAN

Exhibit 10.1 NEUROGESX, INC. 2011 INDUCEMENT STOCK PLAN 1. Purposes of the Plan. The purposes of this Plan are to provide a material inducement for the best available individuals to enter into the employment of the Company and thereby to promote the success of the Company’s business. The Plan shall be used exclusively for “employment inducement grants” within the meaning of The NASDAQ Stock Market

September 26, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 September 26, 2011 (September 20, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

September 8, 2011 EX-99.1

NeurogesX Submits Supplemental New Drug Application for Qutenza® (capsaicin) 8% Patch for HIV-Associated Peripheral Neuropathy (HIV-PN)

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 [email protected] The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Victoria Aguiar (media) (646) 536-7013 [email protected] NeurogesX Submits Supplemental New Drug Application for Qutenza? (capsaicin) 8% Patch for HIV-Associated Peripheral Neu

September 8, 2011 8-K

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) September 8, 2011 (September 8, 2011

Form 8-K 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) September 8, 2011 (September 8, 2011) NEUROGESX, INC.

September 8, 2011 424B3

Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-176471 PROSPECTUS Common Stock This prospectus relates to the disposition from time to time of up to 17,624,334 shares of our common stock, which includes 5,874,782 shares of our common stock issuable upon the exercise of warrants, which are held by the selling stockholders named in this prospectus. The selling stockholders ac

September 1, 2011 EX-24.

EX-24.

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of NeurogesX, Inc.

August 24, 2011 S-3

As filed with the U.S. Securities and Exchange Commission on August 24, 2011.

Table of Contents As filed with the U.S. Securities and Exchange Commission on August 24, 2011. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEUROGESX, INC. (Exact name of registrant as specified in its charter) Delaware 94-3307935 (State of incorporation) (I.R.S. Employer Identificati

August 24, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2*)** NeurogesX, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 641252101 (CUSIP Num

August 22, 2011 SC 13G

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NeurogesX, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 641252101 (CUSIP Number) July 26, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

August 17, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* NeurogesX, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 641252101 (CUSIP Numbe

August 15, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-33438

August 9, 2011 EX-4.1

WARRANT AGREEMENT To Purchase Shares of the Common Stock of NeurogesX, Inc. Dated as of August 5, 2011 (the “Effective Date”)

Exhibit 4.1 THIS WARRANT, AND ANY SECURITIES ISSUED PURSUANT TO THIS WARRANT, HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SEC

August 9, 2011 EX-99.2

NeurogesX, Inc.

Script of Teleconference Exhibit 99.2 NeurogesX, Inc. Second Quarter 2011 Conference Call August 9, 2011 Operator: Greetings ladies and gentlemen and welcome to the NeurogesX Inc.’s Second Quarter 2011 conference call to discuss the quarterly results and our Qutenza launch metrics. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal

August 9, 2011 8-K

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 August 9, 2011 (August 9, 2011) Date of Report (date of earliest event reported) NEUR

FORM 8-K 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 August 9, 2011 (August 9, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

August 9, 2011 EX-99.1

NeurogesX Reports Second Quarter 2011 Results Conference Call Today at 8:30am EDT

PRESS RELEASE Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Victoria Aguiar (media) (646) 536-7013 [email protected] NeurogesX Reports Second Quarter 2011 Results Conference Call Today at 8:30am EDT Recent Highlights: • Completed equity and debt f

August 9, 2011 EX-10.1

LOAN AND SECURITY AGREEMENT

Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 5, 2011 and is entered into by and between NEUROGESX, INC., a Delaware corporation (hereinafter referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”). RECITALS A. Borrower has requested Lender to make available to Borrower a term loan in

August 9, 2011 8-K

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 August 9, 2011 (August 05, 2011) Date of Report (date of earliest event reported) NEU

Form 8-K 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 August 9, 2011 (August 05, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

August 8, 2011 EX-99.1

NeurogesX, Inc. Secures $20 Million Debt Facility

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Victoria Aguiar (media) (646) 536-7013 [email protected] NeurogesX, Inc. Secures $20 Million Debt Facility San Mateo, Calif., August 8, 2011 – NeurogesX, Inc. (Nasdaq: NGSX), a biopharmaceutical compan

August 8, 2011 8-K

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 August 8, 2011 (August 8, 2011) Date of Report (date of earliest event reported) NEUR

FORM 8-K 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 August 8, 2011 (August 8, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

August 4, 2011 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* NeurogesX, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 641252101 (CUSIP Number) Mark McDonnell ARCH Venture Corporation 8725 W. Higgins Road Suite 290 Chicago, IL 60631 (Name, Address and Telephone Number of Person

July 27, 2011 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of July 21, 2011 by and among NeurogesX, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). RECITALS A. The Company and each Purchaser is ex

July 27, 2011 EX-4.1

REGISTRATION RIGHTS AGREEMENT

Form of Registration Rights Agreement Exhibit 4.1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 21, 2011, by and among NeurogesX, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant

July 27, 2011 8-K

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 July 27, 2011 (July 21, 2011) Date of Report (date of earliest event reported) NEUROG

Form 8-K 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 July 27, 2011 (July 21, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

July 27, 2011 EX-4.2

NEUROGESX, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.2 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIE

July 25, 2011 EX-24

EX-24

POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark McDonnell his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a

July 22, 2011 EX-99.1

###

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Victoria Aguiar (media) (646) 536-7013 [email protected] NeurogesX, Inc. Announces $20 Million Private Placement San Mateo, Calif., July 22, 2011 ? NeurogesX, Inc. (Nasdaq: NGSX), a biopharmaceutical c

July 22, 2011 8-K

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 July 22, 2011 (July 22, 2011) Date of Report (date of earliest event reported) NEUROG

Form 8-K 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 July 22, 2011 (July 22, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

June 30, 2011 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

June 16, 2011 8-K

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 June 16, 2011 (June 16, 2011) Date of Report (date of earliest event reported) NEUROG

Form 8-K 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 June 16, 2011 (June 16, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

June 16, 2011 EX-99.1

NeurogesX Completes Phase 2 Enrollment of NGX-1998 Topical Liquid Capsaicin Formulation Trial

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Completes Phase 2 Enrollment of NGX-1998 Topical Liquid Capsaicin Formulation Trial San Mateo, Calif., (June 16, 2011) ? NeurogesX, Inc. (N

June 6, 2011 8-K

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 June 6, 2011 (June 2, 2011) Date of Report (date of earliest event reported) NEUROGES

Form 8-K 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 June 6, 2011 (June 2, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

June 6, 2011 EX-24.

EX-24.

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of NeurogesX, Inc.

May 9, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d10q.htm QUARTERLY REPORT ON FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission fi

April 29, 2011 8-K

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 April 29, 2011 (April 29, 2011) Date of Report (date of earliest event reported) NEUR

Form 8-K 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 April 29, 2011 (April 29, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

April 29, 2011 EX-10.3

NEUROGESX, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Restated Executive Employment Agreement - Jeffrey Tobias Exhibit 10.3 NEUROGESX, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between Jeffrey Tobias (the “Executive”) and NeurogesX, Inc., a Delaware Corporation (the “Company”), effective as of April 26, 2011 (the “Effective Date”). RECITALS WHEREAS, the

April 29, 2011 EX-10.2

NEUROGESX, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Restated Executive Employment Agreement - Stephen Ghiglieri Exhibit 10.2 NEUROGESX, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between Stephen Ghiglieri (the “Executive”) and NeurogesX, Inc., a Delaware Corporation (the “Company”), effective as of April 26, 2011 (the “Effective Date”). RECITALS WHEREAS

April 29, 2011 8-K

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) April 29, 2011 (April 27, 2011) NEUR

Form 8-K 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) April 29, 2011 (April 27, 2011) NEUROGESX, INC.

April 29, 2011 EX-99.1

NeurogesX CEO Anthony DiTonno to Retire by Year End -Gary Lyons Joins Board as Executive Chairman- -Jean-Jacques Bienaimé Moves to Lead Independent Director-

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX CEO Anthony DiTonno to Retire by Year End -Gary Lyons Joins Board as Executive Chairman- -Jean-Jacques Bienaim? Moves to Lead Independent D

April 29, 2011 EX-10.1

NEUROGESX, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 NEUROGESX, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between Anthony DiTonno (the “Executive”) and NeurogesX, Inc., a Delaware Corporation (the “Company”), effective as of April 26, 2011 (the “Effective Date”). RECITALS WHEREAS, the Company and Executive entered into an employment agreeme

April 29, 2011 EX-99.1

NeurogesX Reports First Quarter 2011 Results - Investor Day Today at 8:15 am EDT to Highlight Launch Metrics -

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Reports First Quarter 2011 Results - Investor Day Today at 8:15 am EDT to Highlight Launch Metrics - First Quarter 2011 Highlights: ? Quten

April 29, 2011 EX-10.4

NEUROGESX, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.4 NEUROGESX, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the ?Agreement?) is made and entered into by and between Michael Markels (the ?Executive?) and NeurogesX, Inc., a Delaware Corporation (the ?Company?), effective as of April 26, 2011 (the ?Effective Date?). RECITALS WHEREAS, the Company and Executive entered into an employment agreeme

April 29, 2011 8-K

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) April 29, 2011 (April 26, 2011) NEUR

Form 8-K 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) April 29, 2011 (April 26, 2011) NEUROGESX, INC.

April 28, 2011 8-K

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 April 28, 2011 (April 28, 2011) Date of Report (date of earliest event reported) NEUR

Form 8-K 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 April 28, 2011 (April 28, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

April 28, 2011 EX-99.1

NeurogesX Receives Notice of Allowance for Patent Covering NGX-1998 Capsaicin Topical Liquid Provides update on other recent patent issuances

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Receives Notice of Allowance for Patent Covering NGX-1998 Capsaicin Topical Liquid Provides update on other recent patent issuances San Mat

April 26, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 25, 2011 8-K

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 April 25, 2011 (April 21, 2011) Date of Report (date of earliest event reported) NEUR

Form 8-K 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 April 25, 2011 (April 21, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

April 25, 2011 EX-99.1

NeurogesX to Host Investor Day on April 29 - Review of First Quarter 2011 Results - - Update of Qutenza Launch -

EX-99.1 2 dex991.htm PRESS RELEASE Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX to Host Investor Day on April 29 - Review of First Quarter 2011 Results - - Update of Qutenza Launch - S

March 31, 2011 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* NeurogesX, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 641252101 (CUSIP Number

March 31, 2011 EX-99

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT By this Agreement, the undersigned agree that this Statement on Schedule 13G being filed on or about this date, and any subsequent amendments thereto filed by any of us, with respect to the securities of NeurogesX, Inc.

March 31, 2011 EX-99

Special Power of Attorney

EX-99 4 exhibit3.htm EXHIBIT 3 EXHIBIT 3 Special Power of Attorney The undersigned, as Chairman of M. Arkin (1999) Ltd., does hereby make, constitute and appoint Menachem Inbar as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver a

March 31, 2011 EX-99

SPHERA FUNDS MANAGEMENT LTD.

EXHIBIT 4 SPHERA FUNDS MANAGEMENT LTD. (the ?Company?) UNANIMOUS WRITTEN RESOLUTIONS OF THE DIRECTORS OF THE COMPANY DATED 1ST JULY, 2010 The undersigned, comprising all the members of the Board of Directors of the Company, in lieu of meeting, pursuant to the Articles of Association of the Company and waiving any prior notice requirements, do hereby consent in writing as follows: It is hereby RESO

March 31, 2011 EX-99

Special Power of Attorney

EXHIBIT 2 Special Power of Attorney The undersigned does hereby make, constitute and appoint Menachem Inbar as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Schedule 13D (including any amendments thereto) or Schedule 13G (including any amendments thereto) with respect to the securities of NeurogesX, Inc.

March 30, 2011 EX-99.1

NeurogesX Reports Fourth Quarter and Year-End 2010 Results

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Stephanie Carrington (investors) (646) 536-7017 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Reports Fourth Quarter and Year-End 2010 Results Recent Highlights: • Qutenza® (capsaicin) 8% patch launch in US by NeurogesX sales force d

March 30, 2011 S-8

As filed with the Securities and Exchange Commission on March 30, 2011

As filed with the Securities and Exchange Commission on March 30, 2011 Registration No.

March 30, 2011 8-K

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 March 30, 2011 (March 30, 2011) Date of Report (date of earliest event reported) NEUR

Form 8-K 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 March 30, 2011 (March 30, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

March 30, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33

February 17, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Rule 13d-102) (Amendment No. 2) NEUROGESX, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Cla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Rule 13d-102) (Amendment No. 2) NEUROGESX, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 641252101 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

February 14, 2011 EX-99.1

NeurogesX, Inc.

Exhibit 99.1 NeurogesX, Inc. Fourth Quarter 2010 Conference Call to Discuss Launch Metrics February 14, 2010 Operator: Greetings ladies and gentlemen and welcome to the NeurogesX Inc. Fourth Quarter 2010 conference call to discuss Launch Metrics. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should requi

February 14, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 February 14, 2011 (February 14, 2011) Date of Report (date of earliest event reported) NEUROGESX, INC.

February 9, 2011 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 9, 2011

Amendment No. 1 to Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 9, 2011 (November 17, 2010) NEUROGESX, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-33438 94-3307935

February 9, 2011 8-K

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) February 9, 2011 (February 3, 2011)

Current Report on Form 8-K 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) February 9, 2011 (February 3, 2011) NEUROGESX, INC.

January 21, 2011 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

December 2, 2010 CORRESP

December 2, 2010

Response Letter December 2, 2010 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Mail Stop 4720 Washington, D.C. 20549 Attention: Jeffrey P. Riedler, Assitant Director Jim B. Rosenberg, Senior Assistant Chief Accountant Sasha Parikh, Staff Accountant Mark Brunhofer, Review Accountant Michael Rosenthall Re: NeurogesX, Inc. Form 10-K for the Fiscal Year En

November 22, 2010 8-K

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) November 22, 2010 (November 17, 2010

Form 8-K 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) November 22, 2010 (November 17, 2010) NEUROGESX, INC.

November 9, 2010 S-8

As filed with the Securities and Exchange Commission on November 9, 2010

Form S-8 As filed with the Securities and Exchange Commission on November 9, 2010 Registration No.

November 8, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 3, 2010 EX-99.2

1

Exhibit 99.2 NeurogesX, Inc. Third Quarter 2010 Conference Call November 3, 2010 Operator: Greetings ladies and gentlemen and welcome to the NeurogesX Inc. third Quarter 2010 conference call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please pr

November 3, 2010 8-K

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 November 3, 2010 (November 2, 2010) Date of Report (date of earliest event reported)

Form 8-K 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 November 3, 2010 (November 2, 2010) Date of Report (date of earliest event reported) NEUROGESX, INC.

November 3, 2010 EX-99.1

NeurogesX Reports Third Quarter 2010 Results Conference Call Today at 8:30am ET to Highlight Key Launch Metrics

Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Sara Pellegrino (investors) (646) 536-7002 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Reports Third Quarter 2010 Results Conference Call Today at 8:30am ET to Highlight Key Launch Metrics Recent Highlights: • Qutenza user base exp

November 3, 2010 EX-99.3

NeurogesX Doses First Patient in Phase 2 Clinical Study of NGX-1998 Liquid Capsaicin Formulation

Press Release Exhibit 99.3 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Sara Pellegrino (investors) (646) 536-7002 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Doses First Patient in Phase 2 Clinical Study of NGX-1998 Liquid Capsaicin Formulation San Mateo, Calif., (November 2, 2010) – Neu

October 15, 2010 CORRESP

[NeurogesX letterhead] October 15, 2010

Correspondence Letter [NeurogesX letterhead] October 15, 2010 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Mail Stop 4720 Washington, D.C. 20549 Attention: Jeffrey P. Riedler, Assistant Director Jim B. Rosenberg, Senior Assistant Chief Accountant Sasha Parikh, Staff Accountant Mark Brunhofer, Review Accountant Michael Rosenthall Re: NeurogesX, Inc. Fo

October 12, 2010 CORRESP

[NeurogesX Letterhead] October 12, 2010

[NeurogesX Letterhead] October 12, 2010 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Mail Stop 4720 Washington, D.C. 20549 Attention: Jeffrey P. Riedler, Assitant Director Jim B. Rosenberg, Senior Assistant Chief Accountant Sasha Parikh, Staff Accountant Mark Brunhofer, Review Accountant Michael Rosenthall Re: NeurogesX, Inc. Form 10-K for t

September 28, 2010 8-K

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) September 28, 2010 (September 23, 20

Form 8-K 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) September 28, 2010 (September 23, 2010) NEUROGESX, INC.

August 12, 2010 S-3

As filed with the Securities and Exchange Commission on August 12, 2010

Table of Contents As filed with the Securities and Exchange Commission on August 12, 2010 Registration No.

August 12, 2010 EX-4.3

NEUROGESX, INC. AS TRUSTEE DATED AS OF , 20__ SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 10 Sectio

EXHIBIT 4.3 NEUROGESX, INC. TO AS TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 10 Section 1.3 Form of Documents Delivered to Trustee 11 Section 1.4 Acts of Holders; Record Dates 11 Section 1.5 Notices, etc., to Trus

August 12, 2010 EX-4.2

NEUROGESX, INC, AS TRUSTEE DATED AS OF , 20__ SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 9 Section 1.3 F

EXHIBIT 4.2 NEUROGESX, INC, TO AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 9 Section 1.3 Form of Documents Delivered to Trustee 9 Section 1.4 Acts of Holders; Record Dates 10 Section 1.5 Notices, etc., to Trustee and

August 12, 2010 EX-12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Our earnings were insufficient to cover fixed charges for each of the periods presented. Accordingly, the following table sets forth the deficiency of earnings to fixed charges for each of the periods presented. Because of the deficiency, ratio information is not applicable. Computation of Earnings to Fixed Charges (In thousands) Year

August 11, 2010 EX-10.3

AMENDMENT TO FINANCING AGREEMENT

Exhibit 10.3 AMENDMENT TO FINANCING AGREEMENT THIS AMENDMENT, dated May 20, 2010 (this “Amendment”), to the Financing Agreement made the 29th day of April, 2010 (the “Financing Agreement”) between NeurogesX, Inc., a Delaware corporation (“NeurogesX”) and Cowen Healthcare Royalty Partners, L.P., a limited partnership organized under the laws of the state of Delaware (“CHRP”, and together with Neuro

August 11, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 11, 2010 EX-10.2

FINANCING AGREEMENT Dated as of April 29, 2010 NEUROGESX, INC. COWEN HEALTHCARE ROYALTY PARTNERS, L.P. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II ASSIGNMENT 11 Section 2.01 Assignments 11 Section 2.02 Payment

Financing Agreement - Cowen Healthcare Royalty Partners, L.P. Exhibit 10.2 [***]CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXECUTION COPY FINANCING AGREEMENT Dated as of April 29, 2010 between NEUROGESX, INC. and COWEN

August 11, 2010 EX-10.1

2010 Executive Bonus Plan NeurogesX Executive Bonus Plan – 2010

Exhibit 10.1 2010 Executive Bonus Plan NeurogesX Executive Bonus Plan – 2010 ELIGIBILITY All Full-Time Regular and Part-Time Regular (minimum 30 hours per week during the Bonus Plan period) Executives hired prior to October 1, 2010 except for those Executives eligible under a separate incentive based compensation plan, such as the Incentive Compensation Plan. Executives hired between January 1, 20

August 10, 2010 8-K

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 August 10, 2010 (August 5, 2010) Date of Report (date of earliest event reported) NEU

Form 8-K 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 August 10, 2010 (August 5, 2010) Date of Report (date of earliest event reported) NEUROGESX, INC.

August 10, 2010 EX-10.1

AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 10.1 AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is dated as of August 5, 2010 (this “Amendment”) and is entered into by and among NeurogesX, Inc., a Delaware corporation (the “Company”), the parties defined as “Investors” in the IRA (as defined below) (each a “Prior Investo

August 5, 2010 EX-99.1

NeurogesX Reports Second Quarter 2010 Results Conference Call Today at 4:30pm ET

Press Release Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Sara Pellegrino (investors) (646) 536-7002 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Reports Second Quarter 2010 Results Conference Call Today at 4:30pm ET Recent Highlights: • Qutenza launched in April, 2010 • Qute

August 5, 2010 EX-99.2

1

Exhibit 99.2 NeurogesX, Inc. Second Quarter 2010 Conference Call August 5, 2010 Operator: Greetings ladies and gentlemen and welcome to the NeurogesX Inc. second Quarter 2010 conference call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please pr

August 5, 2010 8-K

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 August 5, 2010 (August 5, 2010) Date of Report (date of earliest event reported) NEUR

Form 8-K 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 August 5, 2010 (August 5, 2010) Date of Report (date of earliest event reported) NEUROGESX, INC.

August 5, 2010 EX-99.3

NeurogesX Announces Proposed Shelf Registration Statement

Exhibit 99.3 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Sara Pellegrino (investors) (646) 536-7002 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Announces Proposed Shelf Registration Statement San Mateo, Calif., (August 5, 2010) – NeurogesX, Inc. (Nasdaq: NGSX) announced today that on or

July 29, 2010 EX-99.1

NeurogesX Progresses on Coverage for Qutenza® Medicare Part B Coverage Confirmed Nationwide CMS Issued Temporary C-Code Specific for Qutenza Commercial Payer Coverage and Hospital Formulary Acceptance Advancing

Press Release Exhibit 99.1 PRESS RELEASE NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Sara Pellegrino (investors) (646) 536-7002 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Progresses on Coverage for Qutenza® Medicare Part B Coverage Confirmed Nationwide CMS Issued Temporary C-Code Specif

July 29, 2010 8-K

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 July 29, 2010 (July 27, 2010) Date of Report (date of earliest event reported) NEUROG

Form 8-K 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 July 29, 2010 (July 27, 2010) Date of Report (date of earliest event reported) NEUROGESX, INC.

July 29, 2010 EX-24.1

EX-24.1

Form 3 EXHIBIT 24.1 CONFIRMING STATEMENT This statement confirms that the undersigned, as Chairman of M. Arkin (1999) Ltd. (the "Reporting Person"), has authorized and designated Menachem Inbar, or a designee whom he may select from time to time (the "Agents"), acting individually, to execute, sign and file on the Reporting Person's behalf the Form ID and all Forms 3, 4 and 5, including any amendm

July 29, 2010 EX-24.2

EX-24.2

Moshe Arkin EXHIBIT 24.2 CONFIRMING STATEMENT This statement confirms that the undersigned, or the Reporting Person, Moshe Arkin, has authorized and designated Menachem Inbar, or a designee whom he may select from time to time (the "Agents"), acting individually, to execute, sign and file on the Reporting Person's behalf the Form ID and all Forms 3, 4 and 5, including any amendments thereto, that

June 7, 2010 8-K

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 June 7, 2010 (June 2, 2010) Date of Report (date of earliest event reported) NEUROGES

Form 8-K 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 June 7, 2010 (June 2, 2010) Date of Report (date of earliest event reported) NEUROGESX, INC.

June 7, 2010 EX-99.1

NEUROGESX, INC. 2007 STOCK PLAN (As Amended and Restated June 2, 2010)

2007 Stock Plan (as amended) Exhibit 99.1 NEUROGESX, INC. 2007 STOCK PLAN (As Amended and Restated June 2, 2010) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. Th

May 13, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 13, 2010 EX-10.1

2010 Executive Bonus Plan NeurogesX Executive Bonus Plan – 2010

Exhibit 10.1 2010 Executive Bonus Plan NeurogesX Executive Bonus Plan – 2010 ELIGIBILITY All Full-Time Regular and Part-Time Regular (minimum 30 hours per week during the Bonus Plan period) Executives hired prior to October 1, 2010 except for those Executives eligible under a separate incentive based compensation plan such as the Incentive Compensation Plan. Executives hired between January 1, 201

May 11, 2010 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 May 11, 2010 Date of Report (date of earliest event reported) NEUROGESX, INC.

May 11, 2010 EX-99.1

NeurogesX Reports First Quarter 2010 Results Conference Call Today at 4:30pm ET

Exhibit 99.1 NeurogesX, Inc. The Ruth Group Stephen Ghiglieri Sara Pellegrino (investors) Executive Vice President, COO (646) 536-7002 and CFO [email protected] (650) 358-3310 Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Reports First Quarter 2010 Results Conference Call Today at 4:30pm ET Recent Highlights: • NeurogesX sales force launched Qutenza® (capsaicin) 8

May 11, 2010 EX-99.2

1

Exhibit 99.2 NeurogesX, Inc. First Quarter 2010 Conference Call May 11, 2010 Operator: Greetings ladies and gentlemen and welcome to the NeurogesX Inc. First Quarter 2010 conference call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press

May 6, 2010 8-K

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 May 6, 2010 (April 30, 2010) Date of Report (date of earliest event reported) NEUROGE

Form 8-K 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 May 6, 2010 (April 30, 2010) Date of Report (date of earliest event reported) NEUROGESX, INC.

May 6, 2010 EX-99.1

NeurogesX Enters $40 Million Royalty Financing Agreement with Cowen Healthcare Royalty Partners

Exhibit 99.1 NeurogesX, Inc. The Ruth Group Stephen Ghiglieri Sara Pellegrino (investors) Executive Vice President, COO (646) 536-7002 and CFO [email protected] (650) 358-3310 Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Enters $40 Million Royalty Financing Agreement with Cowen Healthcare Royalty Partners San Mateo, Calif., (April 30, 2010) ? NeurogesX, Inc. (NAS

May 3, 2010 DEFA14A

SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

April 20, 2010 DEF 14A

SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Definitive Proxy Statement SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

April 6, 2010 EX-99.1

Qutenza® (capsaicin) 8% Patch for Treatment of Post-Shingles Pain Now Available A single one-hour Qutenza localized treatment can provide three months relief from pain associated with postherpetic neuralgia

Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE NeurogesX, Inc. Anthony DiTonno President and Chief Executive Officer 650-358-3330 Media Contact Amy Losak Ketchum 646-935-3917, [email protected] Qutenza® (capsaicin) 8% Patch for Treatment of Post-Shingles Pain Now Available A single one-hour Qutenza localized treatment can provide three months relief from pain associated with postherpetic neu

April 6, 2010 8-K

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 April 6, 2010 (April 5, 2010) Date of Report (date of earliest event reported) NEUROG

Form 8-K 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 April 6, 2010 (April 5, 2010) Date of Report (date of earliest event reported) NEUROGESX, INC.

March 30, 2010 8-K

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 March 30, 2010 (March 24, 2010) Date of Report (date of earliest event reported) NEUR

Form 8-K 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 March 30, 2010 (March 24, 2010) Date of Report (date of earliest event reported) NEUROGESX, INC.

March 29, 2010 SC 13G/A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* NeurogesX, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 641252101 (CUSIP Number) December 29,

March 19, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33

March 18, 2010 EX-99.2

1

EX-99.2 3 dex992.htm SCRIPT OF MARCH 18, 2010 TELECONFERENCE Exhibit 99.2 NeurogesX, Inc. 2009 Year End Earnings Conference Call March 18, 2010 Operator: Greetings ladies and gentlemen and welcome to the NeurogesX Inc. Fourth Quarter and Year End 2009 earnings call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If

March 18, 2010 8-K

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 March 18, 2010 Date of Report (date of earliest event reported) NEUROGESX, INC. (Exac

Form 8-K 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 March 18, 2010 Date of Report (date of earliest event reported) NEUROGESX, INC.

March 18, 2010 EX-99.1

NeurogesX Reports Fourth Quarter and Year-End 2009 Results U.S. Sales Force to Launch Qutenza in April 2010 Qutenza U.S. Price Established

Press Release Exhibit 99.1 NeurogesX, Inc. Stephen Ghiglieri Executive Vice President, COO and CFO (650) 358-3310 The Ruth Group Sara Pellegrino (investors) (646) 536-7002 [email protected] Jason Rando (media) (646) 536-7025 [email protected] NeurogesX Reports Fourth Quarter and Year-End 2009 Results U.S. Sales Force to Launch Qutenza in April 2010 Qutenza U.S. Price Established 2

February 22, 2010 EX-99

EX-99

SC 13D EXHIBIT 1 JOINT FILING AGREEMENT By this Agreement, the undersigned agree that this Statement on Schedule 13D being filed on or about this date, and any subsequent amendments thereto filed by any of us, with respect to the securities of NeurogesX, Inc.

February 22, 2010 SC 13D

SC 13D

SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULED 13D-2(A) UNDER THE SECURITIES ACT OF 1934 NEUROGESX, INC. (Name of Issuer) Common Stock 641252101 (Title of class of securities) (CUSIP number) Moshe Arkin 6 Hachoshlim Street Herzelia 467

February 16, 2010 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Rule 13d-102) (Amendment No. 1) NEUROGESX, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Cla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Rule 13d-102) (Amendment No. 1) NEUROGESX, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 641252101 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

February 16, 2010 SC 13G/A

SC 13G/A

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* NeurogesX, Inc. - (NAME OF ISSUER) Common Stock - (TITLE OF CLASS OF SECURITIES) 641252101

February 16, 2010 EX-99

EX-99

SC 13G/A EXHIBIT 1 JOINT FILING AGREEMENT By this Agreement, the undersigned agree that this Statement on Schedule 13G being filed on or about this date, and any subsequent amendments thereto filed by any of us, with respect to the securities of NeurogesX, Inc.

February 12, 2010 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

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