UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2019 (February 11, 2019)
HedgePath Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-13467 | 30-0793665 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4830 W. Kennedy Blvd., Suite 600
Tampa, Florida 33609
(813) 864-2559
(Address, including Zip Code and Telephone Number, including
Area Code, of Principal Executive Offices)
324 South Hyde Park Avenue, Suite 350
Tampa, FL 33606
(Former name or former address, if changed since last report)
Check the appropriate box below ifthe Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuantto Rule 14a-12 under the ExchangeAct (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuantto Rule 14d-2(b) under the ExchangeAct (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuantto Rule 13e-4(c) under the ExchangeAct (17 CFR 240.13e-4(c)) |
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) orRule 12b-2 of the Securities Exchange Act of1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 7.01 Regulation FD Disclosure
Item 8.01 Other Events
On February 11, 2019, E. Brendan Magrab, the Chairman of the Board of Directors (the “Board”) of HedgePath Pharmaceuticals, Inc. (the “Company”) notified the Board that he had executed an agreement to become the Chief Executive Officer of a privately-held biotechnology company and that, pursuant to such agreement, Mr. Magrab was afforded a period of six (6) months to transition off the Board. In his notification, Mr. Magrab did not resign from the Board. In light of Mr. Magrab’s notification, during the contemplated transition period, the Board or its designated committee will be evaluating options in light of the potential vacancy on the Board.
Cautionary Note on Forward-Looking Statements
This Current Report and any related statements of representatives and partners of the Company contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including with respect to the future composition of the Board) may differ significantly from those set forth or implied in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publiclyupdate any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
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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.
Dated: February 13, 2019 | HEDGEPATH PHARMACEUTICALS, INC. | |||||||
By: | /s/ Nicholas J. Virca | |||||||
Name: | Nicholas J. Virca | |||||||
Title: | President and CEO |
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