UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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~~Report (Date of earliest event reported): February 1728, 2022

ZOGENIX, INC.

(Exact Name of Registrant as Specified in its Charter)

(Exact name of registrant as specified in its charter)

Delaware

001-34962

20-5300780

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

Delaware	001-34962		20-5300780
		5959 Horton Street, Suite 500, Emeryville, California		94608
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
		(Address of Principal Executive Offices)		(Zip Code)

5959 Horton Street, Suite 500
Emeryville, CA		94608
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (510) 550-8300

(~~510)~~Former ~~550-8300~~Name or Former Address, if Changed Since Last Report.)

Securities registered pursuant to Section 12(b) of the Act:

(Registrant’s telephone number, include area code)

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ZGNX

The Nasdaq Global Market

~~Not~~Check ~~Applicable~~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:

(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

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		ZGNX		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 ☐

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 52.02. Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

AtOn aFebruary ~~meeting~~28, of2022, ~~the Compensation Committee of the board of directors of~~ Zogenix, Inc. ~~(the~~issued ~~“Company”)~~a onpress ~~February 17,~~release ~~2022,~~announcing ~~performance~~its ~~bonus~~financial ~~payments~~results ~~were approved~~ for ~~Gail~~the M.fourth ~~Farfel,~~quarter ~~Executive Vice President~~ and ~~Chief~~full-year ~~Development~~ended ~~Officer,~~December ~~and Michael P. Smith~~31, ~~Executive Vice President, Chief Financial Officer and Treasurer, in the amounts of $209,979 and $205,979, respectively. The bonus payments are in addition to the ordinary course~~ 2021 ~~annual bonus payments to the Company’s executive officers under the Company’s annual incentive plan~~. ~~Mr. Smith’s bonus payment will be paid concurrently with the closing of the transactions contemplated by that Agreement and Plan of Merger, dated January 18, 2022, by and among the Company, UCB S.~~A., ~~société~~copy ~~anonyme formed under the laws~~ of ~~Belgium~~this ~~and~~press ~~Zinc~~release ~~Merger~~is ~~Sub,~~attached ~~Inc.,~~hereto aas ~~Delaware~~Exhibit ~~corporation (the “Closing”)~~99. Ms1. Farfel’s bonus payment will be paid upon the earlier of the occurrence of (i) the Closing or (ii) the Company obtaining approval from the U.S. Food and Drug Administration in connection with the Company’s supplemental New Drug Application for the use of FINTEPLA for the treatment of seizures associated with Lennox-Gastaut syndrome.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number						Exhibit Description
99.1						Press Release dated February 28, 2022

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.

		~~ZOGENIX, INC.~~	ZOGENIX, INC.
Date: February 24, 2022		By:	/s/ Stephen J. Farr
Date:	February 28, 2022		By:	/s/ Michael P. Smith
			Stephen J. Farr President and Chief Executive Officer (Principal Executive Officer)
				Micheal P. Smith
				Executive Vice President, Chief Financial Officer and Treasurer
				(Principal Financial and Accounting Officer)

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