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Acelrx Pharmaceuticals Inc. – ‘8-K’ for 3/30/21

On:  Wednesday, 3/31/21, at 5:09pm ET   ·   For:  3/30/21   ·   Accession #:  1437749-21-7874   ·   File #:  1-35068

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/21  Acelrx Pharmaceuticals Inc.       8-K:5,9     3/30/21   12:184K                                   RDG Filings/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     25K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     14K 
 8: R1          Document And Entity Information                     HTML     46K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 7: XML         XBRL Instance -- acrx20210330_8k_htm                 XML     13K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.DEF  XBRL Definitions -- acrx-20210330_def                XML     37K 
 5: EX-101.LAB  XBRL Labels -- acrx-20210330_lab                     XML     48K 
 6: EX-101.PRE  XBRL Presentations -- acrx-20210330_pre              XML     36K 
 3: EX-101.SCH  XBRL Schema -- acrx-20210330                         XSD     14K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
12: ZIP         XBRL Zipped Folder -- 0001437749-21-007874-xbrl      Zip     14K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C: 
 i false  i 0001427925 0001427925 2021-03-30 2021-03-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM  i 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):  i March 30, 2021
 
 i ACELRX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
         
 i Delaware
   
 i 41-2193603
(State of incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
 
 i 351 Galveston Drive
 i Redwood City,  i CA  i 94063
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: ( i 650)  i 216-3500
 
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):
 
 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 i  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
 i Common Stock, $0.001 par value
 i ACRX
 i The Nasdaq Global Market
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  i 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 5.02         Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
 
On March 30, 2021, the Board of Directors (the “Board”) of AcelRx Pharmaceuticals, Inc. (the “Company”) appointed Marina Bozilenko a Class III director of the Board, effective March 30, 2021, to serve until the expiration of her term at the 2023 annual meeting of stockholders. Concurrent with Ms. Bozilenko’s appointment, the size of the Board was fixed at nine directors, consisting of three Class I directors, three Class II directors and three Class III directors. Ms. Bozilenko will initially serve on the Board’s Finance and Strategic Transactions Committee (the “FAST Committee”).
 
Ms. Bozilenko currently serves as a Strategic Advisor to William Blair & Company, L.L.C., a financial services company, a role she has held since February 2021. Prior to this, she was Managing Director/Partner and Head of Biotechnology and Pharma at William Blair since January 2010. Prior to her position at William Blair, Ms. Bozilenko was a Principal at Kidd & Company, LLC, an investment firm, between August 2008 and January 2010. Prior to Kidd & Company, Ms. Bozilenko was Senior Managing Director at Bear, Stearns & Co. Inc., an investment bank, from April 2003 to January 2008, Managing Director at Banc of America Securities, LLC, an investment bank, between March 2000 and April 2003, Managing Director and Head of West Coast Healthcare Investment Banking at Prudential Vector Health Care Group, a brokerage firm, between July 1999 and March 2000, and held multiple positions of increasing responsibility, including Managing Director and Head of West Coast, at Vector Securities International, Inc., a brokerage firm, between March 1988 and July 1999. She is a member of the board of directors of Biothea Pharma, Inc., a private biotechnology company. Between January 2010 and March 2020, Ms. Bozilenko served on the board of directors of Olema Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company. Ms. Bozilenko received her B.A. in Molecular Biology and Biochemistry and M.A. in Economic History from the University of Chicago.
 
In connection with her appointment, Ms. Bozilenko will be entitled to receive compensation consistent with that of the Company’s other non-employee directors under the Company’s Non-Employee Director Compensation Policy, as such policy may be amended from time to time. In accordance with the Non-Employee Director Compensation Policy, on March 30, 2021, Ms. Bozilenko was granted a stock option to purchase up to 30,000 shares of common stock with an exercise price of $1.61, the closing price of the Company’s common stock on The Nasdaq Global Select Market on March 30, 2021, and 15,000 restricted stock units. On March 30, 2021, the Board revised the Company’s Non-Employee Director Compensation Policy so that, effective April 1, 2021, members of the FAST Committee will receive an annual retainer of $10,000, with the Chair of the FAST Committee receiving an annual retainer of $20,000.
 
Effective March 30, 2021, the Company entered into an indemnification agreement with Ms. Bozilenko in the form previously filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2021. The indemnification agreement requires the Company to indemnify Ms. Bozilenko to the fullest extent permitted under Delaware law against liability that may arise by reason of her service to the Company, and to advance expenses incurred as a result of any proceeding against her as to which she could be indemnified, among other things.
 
Ms. Bozilenko is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Bozilenko and any other persons pursuant to which she was selected as a director.
 
On March 31, 2021, the Company issued a press release announcing the appointment of Ms. Bozilenko to the Board. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
 
Item 9.01         Financial Statements and Exhibits
 
Exhibit No.
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
1

 
 
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.
 
ACELRX PHARMACEUTICALS, INC.
By:
Chief Financial Officer
         
2

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
4/1/21
Filed on:3/31/2110-Q,  3,  4
For Period end:3/30/213,  4,  8-K
3/15/2110-K,  8-K
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/15/21  Acelrx Pharmaceuticals Inc.       424B5                  1:461K                                   RDG Filings/FA
 8/18/21  Acelrx Pharmaceuticals Inc.       S-8         8/18/21    3:97K                                    RDG Filings/FA
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