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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 Somaxon Pharmaceuticals, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| April 26, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e) |
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| March 18, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-51665 Pernix Sleep, Inc. (Exact name of registrant as specified in its |
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| March 13, 2013 |
REGISTRATION STATEMENT AMENDMENT WITHDRAWAL REQUEST United States Securities and Exchange Commission Washington, D. |
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| March 12, 2013 |
EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF PERNIX SLEEP, INC. a Delaware corporation Effective March 6, 2013 Table of Contents Page ARTICLE I OFFICES 1 Section 1.1. Registered Office 1 Section 1.2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1. Place of Meetings 1 Section 2.2. Annual Meetings 1 Section 2.3. Special Meetings 1 Section 2.4. Notice 1 Section 2.5. Adjournments 1 Se |
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| March 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2013 Pernix Sleep, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 12, 2013 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PERNIX SLEEP, INC. ARTICLE I EXHIBIT 3.1 EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERNIX SLEEP, INC. ARTICLE I Name The name of the Corporation is PERNIX SLEEP, INC. (hereinafter called the “Corporation”). ARTICLE II Purpose The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE III Register |
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| March 11, 2013 |
- FORM S-3 POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on March 8, 2013 Registration No. |
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| March 8, 2013 |
S-8 POS 1 somxs8pos.htm S-8 AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on March 8, 2013 Registration No. 333-173541 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERNIX SLEEP, INC. (Exact name of registrant as specified in its charter) Delaware 20-1615 |
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| March 8, 2013 |
- FORM S-3 POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on March 8, 2013 Registration No. |
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| February 14, 2013 |
SOMX / Somaxon Pharmaceuticals, Inc. / ISZO CAPITAL LP - FEBRUARY 14, 2013 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 13d-2(b) (AMENDMENT NO.1)* Somaxon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 834453102 (CUSIP Number) December |
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| February 7, 2013 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 5, 2013 |
8-K 1 d480566d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2013 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Juris |
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| February 5, 2013 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2013 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorporat |
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| February 5, 2013 |
SOMAXON PHARMACEUTICALS ANNOUNCES SETTLEMENT OF SILENOR PATENT LITIGATION WITH ACTAVIS EX-99.1 Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 SOMAXON PHARMACEUTICALS ANNOUNCES SETTLEMENT OF SILENOR PATENT LITIGATION WITH ACTAVIS SAN DIEGO, CA –February 5, 2013 – Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX), a specialty pharmaceutical company, today announced that it has entered into a settlement agreement with Actavis Elizabeth LLC and Actavis |
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| February 5, 2013 |
SOMAXON PHARMACEUTICALS ANNOUNCES SETTLEMENT OF SILENOR PATENT LITIGATION WITH ACTAVIS EX-99.1 Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 SOMAXON PHARMACEUTICALS ANNOUNCES SETTLEMENT OF SILENOR PATENT LITIGATION WITH ACTAVIS SAN DIEGO, CA –February 5, 2013 – Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX), a specialty pharmaceutical company, today announced that it has entered into a settlement agreement with Actavis Elizabeth LLC and Actavis |
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| February 4, 2013 |
SOMX / Somaxon Pharmaceuticals, Inc. / MMCAP International Inc. SPC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SOMAXON PHARMACEUTICALS, INC. |
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| February 4, 2013 |
Merger Prospectus - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2013 PERNIX THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Maryland 001-14494 33-0724736 (State or other jurisdiction of incorporation) |
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| February 1, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2013 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction (Commission ( |
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| February 1, 2013 |
DEFA14A 1 d477030d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2013 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other J |
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| January 18, 2013 |
SOMX / Somaxon Pharmaceuticals, Inc. / RTW INVESTMENTS, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 21, 2012 |
SOMX / Somaxon Pharmaceuticals, Inc. / ISZO CAPITAL LP - DECEMBER 21, 2012 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 13d-2(b) (AMENDMENT NO. )* Somaxon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 834453102 (CUSIP Number) December |
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| December 21, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction (Commission |
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| December 21, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction (Commission |
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| December 14, 2012 |
SOMX / Somaxon Pharmaceuticals, Inc. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| December 12, 2012 |
Merger Prospectus - TRANSCRIPT 425 1 ptx425.htm TRANSCRIPT Filed by Pernix Therapeutics Holdings, Inc. Under Rule 425 of the Securities Act of 1933 Subject Company: Somaxon Pharmaceuticals, Inc. Commission File No. 000-51665 Company Name: Pernix Therapeutics Market Cap: 216.60 Bloomberg Estimates - EPS Company Ticker: PTX US Current PX: 7.44 Current Quarter: 0.053 Date: 2012-12-11 YTD Change($): -1.82 Current Year: 0.060 Event |
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| December 11, 2012 |
Agreement and Plan of Merger Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG PERNIX THERAPEUTICS HOLDINGS, INC., PERNIX ACQUISITION CORP. I AND SOMAXON PHARMACEUTICALS, INC. DATED AS OF DECEMBER 10, 2012 TABLE OF CONTENTS Page ARTICLE I The Merger 1 Section 1.1 The Merger 1 Section 1.2 Effective Time 1 Section 1.3 Effect of the Merger 2 Section 1.4 Certificate of Incorporation |
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| December 11, 2012 |
8-K 1 d453683d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Juri |
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| December 11, 2012 |
425 1 ptx425.htm Filed by Pernix Therapeutics Holdings, Inc. Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Act of 1934 Subject Company: Somaxon Pharmaceuticals, Inc. Commission File No. 000-51665 Pernix Contact: Somaxon Contact: Joseph T. Schepers Tran Nguyen Director, Investor Relations Chief Financial Officer (800) 793-2145 ext. 3002 Somaxon Pharm |
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| December 11, 2012 |
Joint Press Release Exhibit 99.1 Pernix Contact: Somaxon Contact: Joseph T. Schepers Tran Nguyen Director, Investor Relations Chief Financial Officer (800) 793-2145 ext. 3002 Somaxon Pharmaceuticals, Inc. [email protected] (858) 876-6500 Pernix Therapeutics Announces Agreement to Acquire Somaxon Pharmaceuticals, Inc. Somaxon Shareholders to Receive $25 Million in Pernix Common Stock Pernix Ma |
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| December 11, 2012 |
- SOLICITING MATERIAL UNDER RULE 14A-12 Soliciting material under Rule 14a-12 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials x Soliciting material under Rule 14a-12 SOMAXON PHARMACEUTICALS, INC. |
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| November 1, 2012 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| October 31, 2012 |
EX-99.1 Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Matt Sheldon Pondel Wilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS REPORTS THIRD QUARTER 2012 FINANCIAL RESULTS Conference call scheduled today at 4:30 p.m. ET (1:30 p.m. PT); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA –October 31, 2012—Somaxon Pharmaceutica |
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| October 31, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction (Commission ( |
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| October 16, 2012 |
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| October 11, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporati |
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| October 11, 2012 |
EX-99.1 3 d421769dex991.htm PRESS RELEASE Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Matt Sheldon PondelWilkinson Inc. (310) 279-5963 [email protected] SOMAXON PHARMACEUTICALS APPROVES 1-FOR-8 REVERSE STOCK SPLIT AND DECREASE IN THE NUMBER OF AUTHORIZED SHARES OF ITS COMMON STOCK TO 25,000,000 SHARES SAN DIEGO, CA – October 11, 2012 – Somaxon Pharmace |
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| October 11, 2012 |
EX-3.1 2 d421769dex31.htm CERTIFICATE OF AMENDMENT TO THE AMENDED & RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOMAXON PHARMACEUTICALS, INC., a Delaware corporation Somaxon Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the S |
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| September 14, 2012 |
AMENDMENT NO. 3 TO MANUFACTURING SERVICES AGREEMENT Amendment No. 3 to Manufacturing Services Agreement Exhibit 10.1 AMENDMENT NO. 3 TO MANUFACTURING SERVICES AGREEMENT This Amendment No. 3 to Manufacturing Services Agreement (this “Amendment”) is made as of September 12, 2012 (the “Effective Date”) and amends certain portions the Manufacturing Services Agreement (the “Agreement”), dated as of February 1, 2006 and amended as of June 19, 2008 and Oc |
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| September 14, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorporation) (C |
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| August 29, 2012 |
EX-10.1 2 d403846dex101.htm OFFICE LEASE AGREEMENT Exhibit 10.1 OFFICE LEASE AGREEMENT BETWEEN SB CORPORATE CENTRE III-IV, LLC, AS LANDLORD AND SOMAXON PHARMACEUTICALS, INC. AS TENANT TABLE OF CONTENTS 1. Agreement to Let 1 2. Principal Lease Provisions 1 3. Lease Term 3 3.1. Description of Lease Term 3 3.2. Extension Rights 3 4. Delivery of Possession 3 4.1. Delivery Requirements 3 4.2. Definitio |
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| August 29, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporati |
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| August 29, 2012 |
Lease Termination Agreement Exhibit 10.2 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (“Agreement”) is entered into as of the 24th day of August, 2012, by and between TREA PACIFIC PLAZA, LLC (“Landlord”), and SOMAXON PHARMACEUTICALS, INC. (“Tenant”), with respect to the premises consisting of 12,109 rentable square feet of space known as Suite 250 (the “Premises”) within the buildi |
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| August 27, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permi |
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| August 27, 2012 |
August 27, 2012 Via E-mail Matthew Onaitis Senior Vice President and General Counsel Somaxon Pharmaceuticals, Inc. |
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| August 24, 2012 |
Correspondence 12636 High Bluff Drive, Suite 400 San Diego, California 92130-2071 Tel: +1. |
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| August 23, 2012 |
August 23, 2012 Via E-mail Matthew Onaitis Senior Vice President and General Counsel Somaxon Pharmaceuticals, Inc. |
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| August 22, 2012 |
SOMX / Somaxon Pharmaceuticals, Inc. / Flynn James E Passive Investment 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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| August 21, 2012 |
PRE 14A 1 d400054dpre14a.htm PRELIMINARY PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement |
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| August 17, 2012 |
SOMX / Somaxon Pharmaceuticals, Inc. / INGALLS & SNYDER LLC Passive Investment SC 13G/A 1 somaxon13gaisaug12.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5 )* SOMAXON PHARMACEUTICALS, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 834453102 - (CUSIP Number) 08/12/12 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| August 8, 2012 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 7, 2012 |
EX-99.1 Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone/Matt Sheldon Pondel Wilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS REPORTS SECOND QUARTER 2012 FINANCIAL RESULTS Conference call scheduled today at 4:30 p.m. ET (1:30 p.m. PT); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA –August 7, 2012 – Somaxo |
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| August 7, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorporatio |
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| August 6, 2012 |
SOMX / Somaxon Pharmaceuticals, Inc. / INGALLS & SNYDER LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4 )* SOMAXON PHARMACEUTICALS, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 834453102 - (CUSIP Number) 07/18/12 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| July 24, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorporation |
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| July 20, 2012 |
EX-1.1 2 d382452dex11.htm PLACEMENT AGENT AGREEMENT Exhibit 1.1 SOMAXON PHARMACEUTICALS, INC. 9,422,496 shares of Common Stock and Warrants to purchase up to 4,711,248 shares of Common Stock PLACEMENT AGENT AGREEMENT July 19, 2012 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Dear Sirs: 1. INTRODUCTION. Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company |
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| July 20, 2012 |
SOMAXON PHARMACEUTICALS TO RAISE $3.0 MILLION IN REGISTERED DIRECT OFFERING EX-99.1 5 d382452dex991.htm PRESS RELEASE Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone/Matt Sheldon PondelWilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS TO RAISE $3.0 MILLION IN REGISTERED DIRECT OFFERING SAN DIEGO, CA –July 20, 2012 – Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX), a specialty pharmaceutical company, today announced tha |
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| July 20, 2012 |
EX-99.C 2 d383092dex99c.htm EXHIBIT C Exhibit C JOINT FILING STATEMENT I, the undersigned, hereby express my agreement that the attached Schedule 13D/A (and any amendments thereto) relating to the Common Stock of Somaxon Pharmaceuticals, Inc. is filed on behalf of each of the undersigned. Dated: July 20, 2012 MPM BIOVENTURES III, L.P. MPM BIOVENTURES III-QP, L.P. By: MPM BioVentures III GP, L.P., |
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| July 20, 2012 |
Schedule 13D Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Somaxon Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 834453 10 2 (CUSIP Number) LUKE EVNIN MPM ASSET MANAGEMENT THE JOHN HANCOCK TOWER 200 CLARENDON STREET, 54TH FLOOR BOSTON, MASSACHUSETTS |
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| July 20, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d382452d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdic |
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| July 20, 2012 |
SOMAXON PHARMACEUTICALS, INC. WARRANT TO PURCHASE COMMON STOCK EX-4.1 3 d382452dex41.htm FORM OF WARRANT Exhibit 4.1 PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. SOMAXON PHARMACEUTICALS, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: Number of Shares of Comm |
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| July 20, 2012 |
[To be separately provided to the Investor] Form of Subscription Agreement Exhibit 10.1 Somaxon Pharmaceuticals, Inc. 10935 Vista Sorrento Parkway, Suite 250 San Diego, California 92130 Gentlemen: The undersigned (the “Investor”) hereby confirms its agreement with Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”) as follows: 1. This Subscription Agreement, including the Terms and Conditions For Purchase of Securities att |
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| July 20, 2012 |
9,422,496 Shares of Common Stock Warrants to Purchase up to 4,711,248 Shares of Common Stock 424B5 1 d384822d424b5.htm PROSPECTUS SUPPLEMENT Table of Contents Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (to Prospectus dated July 15, 2010) Registration No. 333-167789 9,422,496 Shares of Common Stock and Warrants to Purchase up to 4,711,248 Shares of Common Stock We are offering up to 9,422,496 shares of our common stock and warrants to purchase up to 4,711,248 shares of our comm |
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| July 19, 2012 |
SETTLEMENT AND LICENSE AGREEMENT Settlement and License Agreement by and among Somaxon Pharmaceuticals Exhibit 10.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SETTLEMENT AND LICENSE AGREEMENT This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is hereby |
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| July 19, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorporation |
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| July 19, 2012 |
MANUFACTURING SERVICES AGREEMENT EX-10.2 3 d384792dex102.htm MANUFACTURING SERVICES AGREEMENT BETWEEN SOMAXON PHARMACEUTICALS EXHIBIT 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. MANUFACTURING SERVICES AGREEMENT THIS MANUFACTURING SERVICES AGREEMENT (the “ |
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| July 19, 2012 |
SETTLEMENT AND LICENSE AGREEMENT Settlement and License Agreement by and among Somaxon Pharmaceuticals EXHIBIT 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SETTLEMENT AND LICENSE AGREEMENT This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is hereby |
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| July 19, 2012 |
SETTLEMENT AND LICENSE AGREEMENT Settlement and License Agreement by and among Somaxon Pharmaceuticals Exhibit 10.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SETTLEMENT AND LICENSE AGREEMENT This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is hereby |
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| July 17, 2012 |
EX-99.C 2 d381318dex99c.htm AGREEMENT REGARDING FILING OF JOINT SCHEDULE 13D Exhibit C JOINT FILING STATEMENT I, the undersigned, hereby express my agreement that the attached Schedule 13D/A (and any amendments thereto) relating to the Common Stock of Somaxon Pharmaceuticals, Inc. is filed on behalf of each of the undersigned. Dated: July 16, 2012 MPM BIOVENTURES III, L.P. MPM BIOVENTURES III-QP, |
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| July 17, 2012 |
Schedule 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| June 14, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction (Commission (IRS |
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| June 12, 2012 |
Agreement Regarding Filing of Joint Schedule 13D Exhibit C JOINT FILING STATEMENT I, the undersigned, hereby express my agreement that the attached Schedule 13D/A (and any amendments thereto) relating to the Common Stock of Somaxon Pharmaceuticals, Inc. |
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| June 12, 2012 |
Schedule 13D Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Somaxon Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 834453 10 2 (CUSIP Number) LUKE EVNIN MPM ASSET MANAGEMENT THE JOHN HANCOCK TOWER 200 CLARENDON STREET, 54TH FLOOR BOSTON, MASSACHUSETTS |
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| June 4, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) |
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| May 21, 2012 |
begin 644 filename1.pdf M)5!$1BTQ+C4-)>+CS],-"C0S(#`@;V)J#3P\+TQI;F5AF4@-38O5'EP92]84F5F+U=;,2`R(#%=/CYS=')E86T-"FC>8F)D$&!@ M8F#R`A(,4X`$XPT@P1(")-C?`(E/>0Q,C`R[0+(,C.C$?\:9?P`"#`#7;P?D M#0IE;F1S=')E86T-96YD;V)J#7-T87)T>')E9@T*,`T*)25%3T8-"B`@("`@ M("`@#0HU-2`P(&]B:@T\/"]#(#8Y+T9I;'1E8F!@8&%@8(IF``(>*P94P,@` MDN5H0!9C@6(&AAL,W`R7!E+U!A9V4^/@UE;F1O8FH-#8@,"!O8FH-/#PO1FEL=&5R+T9L871E M1&5C;V1E+T9I< |
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| May 17, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K/A Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 26, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorpor |
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| May 17, 2012 |
EX-10.1 2 d354410dex101.htm EXHIBIT 10.1 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. LICENSE AGREEMENT DATED AS OF APRIL 26, 2012 BY AND BETWEEN SOMAXON PHARMACEUTICALS, INC. AND CJ CHEILJEDANG CORPORATION LICENSE |
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| May 15, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorporation) |
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| May 15, 2012 |
Letter Agreement Exhibit 10.1 May 11, 2012 The Procter & Gamble Distributing Company LLC Two Procter & Gamble Plaza Cincinnati, Ohio 45202 Attention: J.D. Weedman Vice President, Global Business Development Cc: The Procter & Gamble Company One Procter & Gamble Plaza Cincinnati, OH 45202 Attention: Associate General Counsel, Director Health & Well-Being Dear Jeff: This letter is to memorialize the |
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| May 10, 2012 |
Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone/Matt Sheldon PondelWilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS Conference call scheduled today at 8:30 a.m. ET (5:30 a.m. PT); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA –May 10, 2012 – Somaxon Pharmaceut |
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| May 10, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorporation) (Commiss |
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| May 10, 2012 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2012 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: 000-51665 Somaxon Pharmaceuticals, Inc. |
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| May 10, 2012 |
EX-10.1 Exhibit 10.1 March 7, 2012 Dear : This letter is to memorialize the agreement between you and Somaxon Pharmaceuticals, Inc. (“Somaxon”) relating to the adjustment to your compensation effected by Somaxon’s compensation committee on March 7, 2012 (the “Salary Adjustment”). In light of such Salary Adjustment, you and Somaxon hereby agree as follows: 1. The Salary Adjustment does not constitu |
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| May 2, 2012 |
SOMAXON AND CJ CHEILJEDANG ANNOUNCE SILENOR® COLLABORATION IN SOUTH KOREA EX-99.1 Exhibit 99.1 SOMAXON AND CJ CHEILJEDANG ANNOUNCE SILENOR® COLLABORATION IN SOUTH KOREA SAN DIEGO, CA and SEOUL, SOUTH KOREA – April 26, 2012 – Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) and CJ CheilJedang Corporation today announced that they have entered into an exclusive collaboration under which CJ CheilJedang will commercialize Silenor® (doxepin) for the treatment of insomnia in Sout |
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| May 2, 2012 |
EX-10.1 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. LICENSE AGREEMENT DATED AS OF APRIL 26, 2012 BY AND BETWEEN SOMAXON PHARMACEUTICALS, INC. AND CJ CHEILJEDANG CORPORATION LICENSE AGREEMENT THIS LICENSE AGREEMENT |
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| May 2, 2012 |
EX-10.2 Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this “Agreement”) made as of April 26, 2012 (the “Effective Date”), by and between Somaxon Pharmaceuticals, Inc., a Delawa |
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| May 2, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorporatio |
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| April 23, 2012 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 2, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction (Commission (IR |
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| March 23, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction (Commission (IR |
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| March 9, 2012 |
EX-10.35 Exhibit 10.35 October 1, 2011 Jeffrey W. Raser Dear Jeff: Somaxon Pharmaceuticals, Inc. (“Somaxon”) desires to obtain your services as a consultant during the term of this agreement. You agree to provide such services in accordance with the following terms and conditions. 1. Services. At times agreeable to you and as requested by Somaxon, you will make available your services and undertak |
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| March 9, 2012 |
EX-4.7 Exhibit 4.7 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT FOR AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIE |
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| March 9, 2012 |
EX-4.8 Exhibit 4.8 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT FOR AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIE |
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| March 9, 2012 |
Form 10-K 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 to Commission file number: 000-51665 Soma |
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| March 8, 2012 |
Press Release Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON REPORTS FINANCIAL RESULTS FOR FULL YEAR AND FOURTH QUARTER ENDED DECEMBER 31, 2011 Conference call scheduled today at 4:30 p.m. ET (1:30 p.m. PT); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA –March 8, 2 |
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| March 8, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorporation) (Commis |
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| February 27, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2012 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51665 20-0161599 (State or Other Jurisdiction of Incorpora |
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| February 27, 2012 |
2012 Incentive Plan Somaxon Pharmaceuticals, Inc. EX-10.1 Exhibit 10.1 CONFIDENTIAL 2012 Incentive Plan Somaxon Pharmaceuticals, Inc. CONFIDENTIAL 2012 Incentive Plan The Somaxon Pharmaceuticals, Inc. (Somaxon) 2012 Incentive Plan (the “Plan”) is designed to offer incentive compensation to eligible Employees by rewarding the achievement of corporate goals and specifically measured individual goals that are consistent with and support overall corp |
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| February 14, 2012 |
SOMX / Somaxon Pharmaceuticals, Inc. / PUTNAM INVESTMENTS LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment) NAME OF ISSUER Somaxon Pharmaceuticals, Inc TITLE OF CLASS OF SECURITIES Common CUSIP NUMBER 834453102 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and |
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| February 7, 2012 |
SOMX / Somaxon Pharmaceuticals, Inc. / INGALLS & SNYDER LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3 )* SOMAXON PHARMACEUTICALS, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 834453102 - (CUSIP Number) 12/31/11 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| January 9, 2012 |
begin 644 filename1.pdf M)5!$1BTQ+C4-)>+CS],-"C0R(#`@;V)J#3P\+TQI;F5AF4@-34O5'EP92]84F5F+U=;,2`R(#%=/CYS=')E86T-"FC>8F)D$&!@ M8F#R`A(,4X`$XPT@P1(.)-@G`8E/1QF8&!EV@F09&-&)XRS@`$&`#5L@?D M#0IE;F1S=')E86T-96YD;V)J#7-T87)T>')E9@T*,`T*)25%3T8-"B`@("`@ M("`@#0HU-"`P(&]B:@T\/"]#(#8Y+T9I;'1E8F!@8&%@8(IF``*>QPRH@)$! M),O1@"S&`L4,##<8N!DX\>R+(`JE7L,H9E2D!4;382(,AH`!!@`5Q0'-`T* M96YD7!E+U!A9V4^/@UE;F1O8FH-#4 |
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| December 19, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Co |
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| November 25, 2011 |
Sincerely, /s/ Richard W. Pascoe Richard W. Pascoe President and Chief Executive Officer Exhibit 10.1 November 23, 2011 The Procter & Gamble Distributing Company LLC Two Procter & Gamble Plaza Cincinnati, Ohio 45202 Attention: J.D. Weedman Vice President, Global Business Development Cc: The Procter & Gamble Company One Procter & Gamble Plaza Cincinnati, OH 45202 Attention: Associate General Counsel, Director Health & Well-Being Dear Jeff: This letter is to memorialize the agreement of |
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| November 25, 2011 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Co |
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| November 4, 2011 |
Exhibit 10.7 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SECOND AMENDMENT TO SUPPLEMENT ONE TO THE PROFESSIONAL DETAILING SERVICES AGREEMENT THIS SECOND AMENDMENT TO SUPPLEMENT ONE TO THE PROFESSIONAL DETAILING SERVICES AGREEME |
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| November 4, 2011 |
Exhibit 10.8 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THIRD AMENDMENT TO SUPPLEMENT ONE TO THE PROFESSIONAL DETAILING SERVICES AGREEMENT THIS THIRD AMENDMENT TO SUPPLEMENT ONE TO THE PROFESSIONAL DETAILING SERVICES AGREEMENT |
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| November 4, 2011 |
Exhibit 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. FIRST AMENDMENT TO SUPPLEMENT ONE TO THE PROFESSIONAL DETAILING SERVICES AGREEMENT THIS FIRST AMENDMENT TO SUPPLEMENT ONE TO THE PROFESSIONAL DETAILING SERVICES AGREEMENT |
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| November 4, 2011 |
Exhibit 10.5 SOMAXON PHARMACEUTICALS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) is made and entered into effective as of November 1, 2011, and amends the Employment Agreement dated as of September 30, 2011 (the “Employment Agreement”) between Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Michael Allen, an individual (“Executive”). Except |
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| November 4, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) þ 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 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| November 3, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Com |
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| November 3, 2011 |
Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone / Matt Sheldon PondelWilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS REPORTS THIRD QUARTER 2011 FINANCIAL RESULTS Conference call scheduled today at 8:30 a.m. ET (5:30 a.m. PT); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA —November3, 2011 — Somaxon Pharm |
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| November 1, 2011 |
November 1, 2011 Via E-mail Mr. Tran Nguyen Senior Vice President and Chief Financial Officer Somaxon Pharmaceuticals, Inc. 3570 Carmel Mountain Road, Suite 100 San Diego, CA 92130 Re: Somaxon Pharmaceuticals, Inc. Form 10-K Filed March 4, 2011 File No. 000-51665 Dear Mr. Nguyen: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to ou |
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| October 27, 2011 |
Response to SEC October 27, 2011 VIA EDGAR Jeffrey Riedler Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street N. |
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| October 27, 2011 |
October 26, 2011 Via E-mail Mr. Tran Nguyen Senior Vice President and Chief Financial Officer Somaxon Pharmaceuticals, Inc. 3570 Carmel Mountain Road, Suite 100 San Diego, CA 92130 Re: Somaxon Pharmaceuticals, Inc. Form 10-K Filed March 4, 2011 File No. 000-51665 Dear Mr. Nguyen: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us wit |
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| October 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Com |
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| October 5, 2011 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Comm |
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| October 5, 2011 |
Exhibit 99.1 Exhibit 99.1 SOMAXON PHARMACEUTICALS, INC. OTC AND COMMERCIAL UPDATE CONFERENCE CALL October 4th, 2011, 8:30 AM ET Operator: Ladies and gentlemen, welcome to the Somaxon Pharmaceuticals OTC and Commercial Update Conference Call on the 4th of October, 2011. Throughout today’s recorded presentation, all participants will be in a listen-only mode. After the presentation, there will be an |
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| October 3, 2011 |
SOMAXON PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENT Exhibit 10.2 SOMAXON PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into effective as of September 30, 2011 (the “Effective Date”) between Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Michael D. Allen, an individual (“Executive”). W I T N E S S E T H: Whereas, the Company desires to employ Executive and Exec |
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| October 3, 2011 |
Exhibit 10.1 September 30, 2011 The Procter & Gamble Distributing Company LLC Two Procter & Gamble Plaza Cincinnati, Ohio 45202 Attention: J. D. Weedman Vice President, Global Business Development Cc: The Procter & Gamble Company One Procter & Gamble Plaza Cincinnati, OH 45202 Attention: Associate General Counsel, Director Health & Well-Being Dear Jeff: Somaxon Pharmaceuticals, Inc. (“Somaxon”) he |
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| October 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (C |
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| August 26, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION August 26, 2011 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 Somaxon Pharmaceuticals, Inc. |
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| August 3, 2011 |
$18,075,000 Somaxon Pharmaceuticals, Inc. Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-162788 PROSPECTUS SUPPLEMENT To Prospectus dated November 10, 2009 $18,075,000 Somaxon Pharmaceuticals, Inc. Common Stock We have entered into an at-the-market equity offering sales agreement, or the sales agreement, with Citadel Securities LLC, or Citadel Securities, relating to shares of our common stock, par value $0.0001 p |
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| August 3, 2011 |
$11,925,000 Somaxon Pharmaceuticals, Inc. Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-167789 PROSPECTUS SUPPLEMENT To Prospectus dated July 15, 2010 $11,925,000 Somaxon Pharmaceuticals, Inc. Common Stock We have entered into an at-the-market equity offering sales agreement, or the sales agreement, with Citadel Securities LLC, or Citadel Securities, relating to shares of our common stock, par value $0.0001 per s |
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| August 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) þ 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 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 2, 2011 |
Exhibit 10.1 SOMAXON PHARMACEUTICALS, INC. Common Stock ($0.0001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT August 1, 2011 CITADEL SECURITIES LLC 601 Lexington Avenue, 28th Floor New York, NY 10003 Ladies and Gentlemen: Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from t |
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| August 2, 2011 |
Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT FOR AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS |
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| August 2, 2011 |
exv4w3 Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT FOR AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIE |
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| August 2, 2011 |
exv99w1 Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone/Matt Sheldon PondelWilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS REPORTS SECOND QUARTER 2011 FINANCIAL RESULTS; COMPANY ANNOUNCES ACCESS TO UP TO $45 MILLION IN FINANCING • Total Net Product Sales Grow to $6.2 Million • Company Secures $15 Million Term Loan and Enters into $30 Milli |
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| August 2, 2011 |
Exhibit 10.2 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 2, 2011 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 here |
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| August 2, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Commis |
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| August 2, 2011 |
exv4w1 Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT FOR AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIE |
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| June 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commis |
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| June 23, 2011 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commis |
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| June 23, 2011 |
Exhibit 99.1 Results from Clinical Trials using Low-dose Doxepin: Treatment Responders Defined by Categorical Criteria Nancy Nadolski,1 H. Heith Durrence,2 Elizabeth Ludington,3 Roberta Rogowski,2 Thomas Roth4 1Northwest Pulmonary and Sleep, 2Somaxon Pharmaceuticals, 3Synteract, 4Henry Ford Sleep Disorders Center INTRODUCTION Insomnia represents a serious health concern with women making up the ma |
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| June 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commis |
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| June 15, 2011 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commis |
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| June 15, 2011 |
Exhibit 99.1 Exhibit 99.1 Patient-Reported Symptom Improvement in Sleep Maintenance Endpoints in Adult and Elderly Patients with Insomnia Treated with Doxepin 3 mg and 6 mg Alan Lankford, Andrew Krystal, Brian Dorsey, Roberta Rogowski, Elizabeth Ludington, H. Heith Durrence, Charles S. Davis, Thomas Roth Support for this study provided by Somaxon Pharmaceuticals, Inc. Introduction The most frequen |
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| June 13, 2011 |
Exhibit 10.2 SUPPLY AGREEMENT This Supply Agreement (this “Agreement”) made as of June 7, 2011 (the “Effective Date”), by and between Somaxon Pharmaceuticals, Inc. (“Somaxon”), and Paladin Labs Inc. (“Paladin”). Somaxon and Paladin may hereinafter be referred to individually as a “Party” or collectively as the “Parties.” Whereas, Somaxon and Paladin have entered into a License Agreement (Canada) e |
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| June 13, 2011 |
Exhibit 10.3 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is made as of June 7, 2011, between Somaxon Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Paladin Labs Inc., a corporation organized under the laws of Quebec (the “Purchaser”). WHEREAS, the parties desire that, upon the terms and subject to the conditions and lim |
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| June 13, 2011 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. LICENSE AGREEMENT DATED AS OF JUNE 7, 2011 BY AND BETWEEN SOMAXON PHARMACEUTICALS, INC. AND PALADIN LABS INC. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 1.1 “Act” 1 1.2 “A |
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| June 13, 2011 |
SOMAXON COMPLETES $5 MILLION PRIVATE PLACEMENT OF EQUITY TO PALADIN LABS INC. Exhibit 99.2 Contacts: Tran Nguyen Chief Financial Officer (858) 876-6500 Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 [email protected] SOMAXON COMPLETES $5 MILLION PRIVATE PLACEMENT OF EQUITY TO PALADIN LABS INC. SAN DIEGO, CA – June 13, 2011 - Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) today said it completed its previously announced private placement to Paladin Labs Inc. of 2,184,7 |
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| June 13, 2011 |
SOMAXON AND PALADIN ANNOUNCE SILENOR® EX-US COLLABORATION Exhibit 99.1 SOMAXON AND PALADIN ANNOUNCE SILENOR® EX-US COLLABORATION • Paladin Labs to Commercialize Silenor in Canada, South America and Africa • Somaxon to Receive Up-front and Milestone Payments of Up to US$129 million • Paladin Labs to Purchase US$5 million of Somaxon Common Stock SAN DIEGO, CA and MONTREAL, CANADA — June 8, 2011 — Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) and Paladin Lab |
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| June 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Commiss |
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| June 3, 2011 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commiss |
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| May 27, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commiss |
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| May 25, 2011 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) |
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| May 25, 2011 |
Exhibit 10.1 Exhibit 10.1 OFFICE LEASE by and between TREA PACIFIC PLAZA, LLC, a Delaware limited liability company (“Landlord”) and SOMAXON PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) Dated as of May 24, 2011 OFFICE LEASE THIS OFFICE LEASE (this “Lease”) is made between TREA PACIFIC PLAZA, LLC, a Delaware limited liability company (“Landlord”), and the Tenant described in Item 1 of t |
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| May 24, 2011 |
Exhibit 99.1 Exhibit 99.1 SOMX Investor Relations Presentation Rich Pascoe President & CEO Tran Nguyen SVP & CFO May 2011 (r) Forward-Looking Statements This presentation contains forward-looking statements about our business, including our commercialization plans and outlook, future financial results and events that have not yet occurred. Operating in the pharmaceutical industry inherently involv |
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| May 24, 2011 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Com |
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| May 17, 2011 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) |
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| May 17, 2011 |
Exhibit 99.1 Exhibit 99.1 Improvement in Sleep Maintenance and Early Morning Awakenings in Adult and Elderly Patients with Insomnia Treated with Doxepin 3 and 6 mg Andrew Krystal,1 Alan Lankford,2 Brian Dorsey,3 Roberta Rogowski,3 Elizabeth Ludington,3 H. Heith Durrence, 3 Thomas Roth 4 1Duke University Medical Center, 2Sleep Disorders Center of Georgia, 3Somaxon Pharmaceuticals, 4Henry Ford Sleep |
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| May 12, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commiss |
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| May 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commissi |
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| May 4, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) þ 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 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 3, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Commissi |
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| May 3, 2011 |
Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone/Matt Sheldon PondelWilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS REPORTS FIRST QUARTER 2011 FINANCIAL RESULTS Conference call scheduled today at 4:30 p.m. ET (1:30 p.m. PT); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA — May 3, 2011 — Somaxon Pharmaceut |
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| April 21, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permi |
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| April 20, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION April 20, 2011 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 Somaxon Pharmaceuticals, Inc. |
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| April 15, 2011 |
As filed with the Securities and Exchange Commission on April 15, 2011 As filed with the Securities and Exchange Commission on April 15, 2011 Registration No. |
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| April 11, 2011 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response . |
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| April 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commi |
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| March 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commi |
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| March 4, 2011 |
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) þ 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 o 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: 000-51 |
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| March 3, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commis |
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| March 3, 2011 |
Exhibit 99.1 Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON REPORTS FINANCIAL RESULTS FOR FULL YEAR AND FOURTH QUARTER ENDED DECEMBER 31, 2010 Conference call scheduled today at 4:30 p.m. ET (1:30 p.m. PT); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA —March 3, 20 |
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| February 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Co |
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| February 22, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Co |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Somaxon Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 834453102 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 14, 2011 |
Transcript of Silenor® Patient Testimonial Slide #9 Testimonial of Peg N. (Age 50) New Hampshire Exhibit 99.2 Transcript of Silenor® Patient Testimonial Slide #9 Testimonial of Peg N. (Age 50) New Hampshire Before I started taking Silenor® I was having a terrible night’s sleep. I would wake up several times, not be able to get back to sleep for 15-20 minutes which made me during the day very sleepy, very lethargic. I’ve had these sleep issues for several years and I didn’t think there was any |
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| February 14, 2011 |
13th Annual BIO CEO & Investor Conference Richard W. PascoePresident and CEOFebruary 14, 2011 (r) Exhibit 99.1 13th Annual BIO CEO & Investor Conference Richard W. PascoePresident and CEOFebruary 14, 2011 (r) Forward-Looking Statements This presentation contains forward-looking statements about our business, including our commercialization plans and outlook, future financial results and events that have not yet occurred. Operating in the pharmaceutical industry inherently involves significant |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Co |
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| February 14, 2011 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 2011, with respect to the shares of Somaxon Pharmaceuticals, Inc. |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment) NAME OF ISSUER SOMAXON PHARMACEUTICALS INC TITLE OF CLASS OF SECURITIES Common CUSIP NUMBER 834453102 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and |
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| February 14, 2011 |
Exhibit 10.1 2011 Incentive Plan Somaxon Pharmaceuticals, Inc. 2011 Incentive Plan The Somaxon Pharmaceuticals, Inc. (Somaxon) 2011 Incentive Plan (the “Plan”) is designed to offer incentive compensation to eligible Employees by rewarding the achievement of corporate goals and specifically measured individual goals that are consistent with and support overall corporate goals. The Plan will create |
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| February 11, 2011 |
Exhibit 10.01 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Supplement One This Supplement One (the “Supplement”) is amended and restated as of February 7, 2011 (the “Effective Date”) by and between Somaxon Pharmaceuticals, Inc. |
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| February 11, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 7, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (C |
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| February 9, 2011 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response . |
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| February 8, 2011 |
LIBOR/Prime Referenced Rate Addendum To Loan and Security Agreement Exhibit 10.2 Exhibit 10.2 LIBOR/Prime Referenced Rate Addendum To Loan and Security Agreement This LIBOR/Prime Referenced Rate Addendum to Loan and Security Agreement (this “Addendum”) is entered into as of February 7, 2011, by and between Comerica Bank (“Bank”) and Somaxon Pharmaceuticals, Inc., a Delaware corporation (“Borrower”). This Addendum supplements the terms of the Loan and Security Agre |
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| February 8, 2011 |
SOMAXON PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENT Exhibit 10.1 Exhibit 10.1 SOMAXON PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of February 7, 2011, by and between COMERICA BANK (“Bank”) and SOMAXON PHARMACEUTICALS, INC. (“Borrower”). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank wishes to extend credit to Borrower. This Agreement sets f |
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| February 8, 2011 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporat |
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| February 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2011 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Com |
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| January 20, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) SOMAXON PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 834453102 (CUSIP Number) DECEMBER 31, 2010 (Date of event which requires filing of this statement) Check the appropriate box to designa |
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| January 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2 )* SOMAXON PHARMACEUTICALS, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 834453102 - (CUSIP Number) 12/31/10 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| December 27, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Co |
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| December 20, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Co |
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| November 24, 2010 |
SOMAXON ANNOUNCES CLOSING OF PUBLIC OFFERING OF COMMON STOCK Exhibit 99.3 Exhibit 99.3 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON ANNOUNCES CLOSING OF PUBLIC OFFERING OF COMMON STOCK SAN DIEGO, CA – November 24, 2010 - Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) today announced the closing of its previously announced underwritten public offering of 8,800,000 shares of |
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| November 24, 2010 |
SOMAXON ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK Exhibit 99.2 Exhibit 99.2 SOMAXON ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK SAN DIEGO, CA — November 19, 2010 — Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) today announced that it has priced an underwritten public offering of 8,800,000 shares of its common stock at a price to the public of $2.95 per share. The offering is expected to close on or about November 24, 2010, subject to cust |
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| November 24, 2010 |
SOMAXON ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK Exhibit 99.1 Exhibit 99.1 SOMAXON ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK SAN DIEGO, CA — November 18, 2010 — Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) today announced that it intends to offer shares of its common stock in an underwritten public offering. Piper Jaffray & Co. is acting as sole underwriter for the offering. The offering is subject to market conditions, and there can be |
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| November 24, 2010 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Co |
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| November 24, 2010 |
Exhibit 1.1 Exhibit 1.1 8,800,000 Shares SOMAXON PHARMACEUTICALS, INC. Common Stock ($0.0001 par value per Share) UNDERWRITING AGREEMENT November 18, 2010 PIPER JAFFRAY & CO. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 Ladies and Gentlemen: Introductory. Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Underwriter |
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| November 24, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* SOMAXON PHARMACEUTICALS, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 834453102 - (CUSIP Number) 11/23/10 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| November 22, 2010 |
Piper Jaffray The date of this prospectus supplement is November 18, 2010. Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-167789 PROSPECTUS SUPPLEMENT To Prospectus dated July 15, 2010 8,800,000 Shares SOMAXON PHARMACEUTICALS, INC. Common Stock $2.95 per share • Somaxon Pharmaceuticals, Inc. is offering 8,800,000 shares. • The last reported sale price of our common stock on November 18, 2010 was $3.37 per share. • Trading symbol: NASDAQ Capital M |
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| November 19, 2010 |
November 19, 2010 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to Prospectus dated July 15, 2010 Registration Statement No. |
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| November 15, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SOMAXON PHARMACEUTICALS, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 834453102 - (CUSIP Number) 11/13/10 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| November 10, 2010 |
Exhibit 10.5 AMENDED AND RESTATED LICENSE AGREEMENT This Amended and Restated License Agreement (“Agreement”) is made and entered into as of September 15, 2010 (the “Agreement Date”), and is deemed effective as of the Effective Date (hereinafter defined), by and between Somaxon Pharmaceuticals, Inc. (“Somaxon”) and ProCom One, Inc. (“ProCom One”). RECITALS WHEREAS, ProCom One and Somaxon are parti |
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| November 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| November 10, 2010 |
Exhibit 10.4 SOMAXON PHARMACEUTICALS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (this “Amendment”) is made and entered into as of September 15, 2010 (the “Effective Date”), and amends the Employment Agreement (the “Employment Agreement”) between Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Tran Nguyen, an individual (“Executive”) dated April 12 |
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| November 9, 2010 |
Exhibit 99.1 Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS REPORTS THIRD QUARTER 2010 FINANCIAL RESULTS Conference call scheduled today at 4:30 p.m. ET (1:30 p.m. PT); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA —November 9, 2010 — Somaxon Pharma |
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| November 9, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Com |
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| November 3, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Com |
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| October 18, 2010 |
Exhibit 99.1 Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS ANNOUNCES PARAGRAPH IV ANDA FILING FOR SILENOR SAN DIEGO, CA –October 18, 2010 - Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX), a specialty pharmaceutical company focused on the in-licensing, development and commercialization o |
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| October 18, 2010 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Com |
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| September 21, 2010 |
UBS Global Life Science Conference September 21, 2010 NASDAQ: SOMX Exhibit 99.2 Exhibit 99.2 UBS Global Life Science Conference September 21, 2010 NASDAQ: SOMX Forward Looking Statements This presentation contains forward-looking statements about our business, including our commercialization timeline, plans and outlook, future financial results and events that have not yet occurred. Operating in the pharmaceutical industry inherently involves significant risks an |
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| September 21, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (C |
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| September 21, 2010 |
SOMAXON PHARMACEUTICALS APPOINTS FAHEEM HASNAIN TO ITS BOARD OF DIRECTORS Exhibit 99.1 Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone PondelWilkinson Inc. (310) 279-5963 [email protected] SOMAXON PHARMACEUTICALS APPOINTS FAHEEM HASNAIN TO ITS BOARD OF DIRECTORS SAN DIEGO, CA — September 20, 2010 — Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX), a specialty pharmaceutical company, today announced the appointment of F |
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| September 20, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION September 20, 2010 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 Somaxon Pharmaceuticals, Inc. |
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| August 26, 2010 |
Exhibit 99.1 Somaxon Pharmaceuticals, Inc. Silenor/Procter & Gamble Co-Promotion Agreement Announcement CONFERENCE CALL TRANSCRIPT August 25, 2010, 9:00 AM ET Operator: Good morning, ladies and gentlemen. Thank you for standing by. Welcome to the Somaxon Pharmaceuticals and P&G’s Co-Promotion Agreement Conference Call. During today’s presentation, all parties will be in a listen-only mode. Followi |
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| August 26, 2010 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Comm |
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| August 25, 2010 |
Exhibit 10.1 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. CO-PROMOTION AGREEMENT This PROMOTION AGREEMENT (this “Agreement”) is made as of August 24, 2010 (the “Effective Date”), by and between The Procter & Gamble |
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| August 25, 2010 |
Exhibit 99.1 Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 [email protected] SOMAXON PHARMACEUTICALS ANNOUNCES SILENOR® CO-PROMOTION AGREEMENT WITH PROCTER & GAMBLE • Combined Sales Forces to Launch Silenor to Physicians in September • Procter & Gamble to Provide Pharmacy Calls and Supplemental Managed C |
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| August 25, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Comm |
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| August 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| August 11, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Comm |
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| August 11, 2010 |
Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS REPORTS SECOND QUARTER 2010 FINANCIAL RESULTS Conference call scheduled today at 4:30 p.m. ET (1:30 p.m. PT); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA — August 11, 2010 — Somaxon Pharmaceuticals, I |
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| August 5, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION August 5, 2010 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 Somaxon Pharmaceuticals, Inc. |
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| August 5, 2010 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commi |
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| August 5, 2010 |
Somaxon Pharmaceuticals, Inc. August 5, 2010 BMO Capital Markets 10th Annual Focus on Healthcare Conference Nasdaq: SOMX Exhibit 99.1 2 Forward Looking Statements This presentation contains forward-looking statements about our business, including our commercialization timeline and plans, potential partnerships or other strategic collaborations, future financial results and events that have not yet |
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| July 21, 2010 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 14, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of in |
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| July 21, 2010 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Publicis Touchpoint Solutions, Inc. 2000 Lenox Drive, Suite 100 Lawrenceville, NJ 08648 Tel: 609-219-0081 Fax: 609-219-9188 PROFESSIONAL DETAILING SERVICES AGREEMENT PROF |
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| July 21, 2010 |
Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Supplement One This Supplement One (the “Supplement”) is entered into as of July 14, 2010 (the “Effective Date”) by and between Somaxon Pharmaceuticals, Inc. (“Client”), |
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| July 14, 2010 |
Exhibit 99.1 Exhibit 99.1 Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS ESTABLISHES SILENOR COMMERCIAL TEAM SAN DIEGO, CA — July 14, 2010 — Somaxon Pharmaceuticals, Inc. (NASDAQ: SOMX), a specialty pharmaceutical company focused on the in-licensing, development and commercialization of proprietary branded p |
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| July 14, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commis |
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| June 25, 2010 |
As filed with the Securities and Exchange Commission on June 25, 2010 Table of Contents As filed with the Securities and Exchange Commission on June 25, 2010 Registration No. |
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| June 25, 2010 |
exv12w1 Exhibit 12.1 Statement of Computation of Ratios Three Months Year Ended December 31, Ended March 31, 2005 2006 2007 2008 2009 2010 (in thousands) Earnings: Net loss $ (38,487 ) $ (46,410 ) $ (26,411 ) $ (37,227 ) $ (14,443 ) $ (4,165 ) Add: Fixed charges 54 268 413 3,130 287 7 Less: Capitalized interest — — — — — — Total earnings $ (38,433 ) $ (46,142 ) $ (25,998 ) $ (34,097 ) $ (14,156 ) |
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| June 25, 2010 |
Exhibit 4.7 FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND A TRUSTEE TO BE NAMED SOMAXON PHARMACEUTICALS, INC. INDENTURE Dated as of , 20 [Name of Trustee] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 6 Section 1.3. Incorporation by Reference of Trust Indenture Act 6 Section 1.4. Rules |
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| June 11, 2010 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commiss |
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| May 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| May 11, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Commiss |
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| May 11, 2010 |
Exhibit 99.1 Contacts: Tran Nguyen / CFO Somaxon Pharmaceuticals, Inc. (858) 876-6500 Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON PHARMACEUTICALS REPORTS FIRST QUARTER 2010 FINANCIAL RESULTS Conference call scheduled today at 4:30 p.m. ET (1:30 p.m. PT); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA — May 11, 2010 — Somaxon Pharmaceuticals, Inc. |
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| April 28, 2010 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permi |
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| April 28, 2010 |
Exhibit 10.1 LEASE AGREEMENT By and Between PRII GATEWAY TORREY HILLS LLC, a Delaware limited liability company (“Landlord”) and SOMAXON PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) April 22, 2010 TABLE OF CONTENTS Page ARTICLE 1 PREMISES 1 ARTICLE 2 TERM AND CONDITION OF PREMISES 2 ARTICLE 3 USE, NUISANCE, OR HAZARD 3 ARTICLE 4 RENT AND SECURITY DEPOSIT 3 ARTICLE 5 RENT ADJUSTMENT 5 A |
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| April 28, 2010 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other Jurisdiction of Incorporation) (Commi |
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| April 14, 2010 |
SOMAXON PHARMACEUTICALS APPOINTS CHIEF FINANCIAL OFFICER AND ANNOUNCES SENIOR LEADERSHIP PROMOTIONS Exhibit 99.1 Exhibit 99.1 SOMAXON PHARMACEUTICALS APPOINTS CHIEF FINANCIAL OFFICER AND ANNOUNCES SENIOR LEADERSHIP PROMOTIONS SAN DIEGO, CA — April 12, 2010 — Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX), a specialty pharmaceutical company focused on the in-licensing, development and commercialization of proprietary branded pharmaceutical products and late-stage product candidates for the treatmen |
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| April 14, 2010 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Richard Pascoe, Matthew Onaitis and David Hinkle, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Somaxon Pharmaceuticals, Inc. |
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| April 14, 2010 |
SOMAXON PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENT Exhibit 10.1 Exhibit 10.1 SOMAXON PHARMACEUTICALS, INC. EMPLOYMENT AGREEMENT Employment Agreement (this “Agreement”) made and entered into as of April 12, 2010 (the “Effective Date”), between Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Tran Nguyen, an individual (“Executive”). WITNESSETH: Whereas, the Company desires to employ Executive as its Vice President and Chie |
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| April 14, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Commi |
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| April 9, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NAME OF ISSUER SOMAXON PHARMACEUTICALS INC TITLE OF CLASS OF SECURITIES Common CUSIP NUMBER 834453102 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subs |
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| April 7, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51665 20-0161599 (State or other jurisdiction of incorporation) (Commis |
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| April 7, 2010 |
Exhibit 10.1 Exhibit 10.1 CONFIDENTIAL 2010 Incentive Plan CONFIDENTIAL Somaxon Pharmaceuticals, Inc. 2010 Incentive Plan The Somaxon Pharmaceuticals, Inc. (Somaxon) 2010 Incentive Plan (the “Plan”) is designed to offer incentive compensation to eligible Employees by rewarding the achievement of corporate goals and specifically measured individual goals that are consistent with and support overall |
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| March 31, 2010 |
SOMAXON ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK Exhibit 99.2 Contact: Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK SAN DIEGO, CA – March 25, 2010 - Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) today announced that it has priced an underwritten public offering of 6,000,000 shares of its common stock at a price to the public of $8.25 per share. The net proceeds from the sale of th |
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| March 31, 2010 |
SOMAXON ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK Exhibit 99.1 Contact: Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK SAN DIEGO, CA – March 22, 2010 - Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) today announced that it is offering to sell up to 4,000,000 shares of its common stock in an underwritten public offering. Jefferies & Company, Inc. is acting as sole book-running manager in |
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| March 31, 2010 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2010 SOMAXON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51665 (Commission File |
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| March 31, 2010 |
Exhibit 1.1 6,000,000 Shares SOMAXON PHARMACEUTICALS, INC. Common Stock ($0.0001 par value per Share) UNDERWRITING AGREEMENT March 25, 2010 JEFFERIES & COMPANY, INC. As Representative of the several Underwriters c/o JEFFERIES & COMPANY, INC. 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), propose |
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| March 31, 2010 |
SOMAXON ANNOUNCES COMPLETION OF PUBLIC OFFERING OF COMMON STOCK Exhibit 99.3 Contact: Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON ANNOUNCES COMPLETION OF PUBLIC OFFERING OF COMMON STOCK SAN DIEGO, CA — March 31, 2010 — Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) today announced the closing of its previously announced public offering of 6,900,000 shares of its common stock, including 900,000 shares sold pursuant to the full exercise of an overal |
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| March 26, 2010 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-162788 Prospectus Supplement (to Prospectus dated November 10, 2009) 6,000,000 Shares Common Stock We are offering 6,000,000 shares of our common stock. Our common stock is quoted on The NASDAQ Capital Market under the symbol “SOMX.” On March 25, 2010, the last reported sale price of our common stock on The NASDAQ Capital Mark |
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| March 23, 2010 |
SC 13G/A 1 a10-67021sc13ga.htm 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 13d-2 (b) (Amendment No. 2)* Somaxon Pharmaceuticals Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Clas |
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| March 22, 2010 |
SUBJECT TO COMPLETION, DATED MARCH 22, 2010 424B5 1 a55550pre424b5.htm 424B5 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not s |
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| March 22, 2010 |
SC 13G 1 somxsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SOMAXON PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 834453102 (CUSIP Number) MARCH 18, 2010 (Date of event which requires filing of this statement) Check the appropriate box to desig |
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| March 19, 2010 |
Exhibit 10.9 AMENDMENT NO. 2 TO LICENSE AGREEMENT This Amendment No. 2 to License Agreement (this “Amendment”) is made as of September 18, 2006 (the “Effective Date”) and amends certain portions the License Agreement (the “Agreement”), dated as of August 25, 2003, as amended on October 20, 2003, by and between Somaxon Pharmaceuticals, Inc. (“Somaxon”) and ProCom One, Inc. (“ProCom One”). RECITALS |
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| March 19, 2010 |
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) þ 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 o 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: 000-51 |
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| March 18, 2010 |
Exhibit 99.1 Contact: Rob Whetstone PondelWilkinson, Inc. (310) 279-5963 SOMAXON REPORTS 2009 FULL YEAR FINANCIAL RESULTS Conference call scheduled today at 9:00 a.m. PT (12:00 p.m. ET); Simultaneous webcast at http://investors.somaxon.com/eventdetail.cfm SAN DIEGO, CA — March 18, 2010 — Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX), a specialty pharmaceutical company focused on the in-licensing, d |
