UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2009
TORREYPINES THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-25571 | 86-0883978 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 11085 North Torrey Pines Road, Suite 300, La Jolla, CA | 92037 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 623-5665
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On July 30, 2009 TorreyPines issued a press release announcing the cancelation of the Special Meeting of Stockholders originally scheduled for July 9, 2009, which meeting had been adjourned until July 30, 2009, in order to pursue the completion of the Merger with Raptor. A copy of the press release, titled, “TorreyPines Cancels Special Meeting of Stockholders in Order to Pursue Merger Transaction,” is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release titled “TorreyPines Cancels Special Meeting of Stockholders in Order to Pursue Merger Transaction.” |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TORREYPINES THERAPEUTICS, INC. | ||||
| Date: July 30, 2009 | ||||
| By: | /s/ Craig Johnson | |||
| Name: | Craig Johnson | |||
| Title: | Vice President, Finance and | |||
| Chief Financial Officer | ||||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press Release titled “TorreyPines Cancels Special Meeting of Stockholders in Order to Pursue Merger Transaction.” |