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 13, 2017

DEPOMED, INC.

(Exact name of registrant as specified in its charter)

California	001-13111	94-3229046
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7999 Gateway Blvd., Suite 300, Newark, California 94560
(Address of principal executive offices, with zip code)

(510) 744-8000
(Registrant’s telephone number, including area code)

Not Applicable

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

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.  o

Item 2.02Results of Operations and Financial Condition

On July 13, 2017, Depomed, Inc. (the “Company”) announced its intent to effect a refinancing of its existing $375 million principal amount of privately placed secured senior notes and issued a press release announcing selected preliminary financial information for the quarter ended June 30, 2017.  The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.  The preliminary financial information as of June 30, 2017 has not been reviewed by the Company’s auditors and is subject to change upon completion of the accounting and financial reporting processes necessary to complete the Company’s financial closing procedures. The preliminary financial information is not a comprehensive statement of the Company’s financial results for the quarter ended June 30, 2017, and the Company’s actual results may differ materially from this estimate as a result of the completion of the Company’s financial closing procedures, final adjustments and other developments arising between now and the time that the Company’s financial results for this period are finalized.

The information in Item 2.02 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained herein shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1 Depomed, Inc. Press Release issued on July 13, 2017

2

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.

	DEPOMED, INC.
Date: July 13, 2017
	/s/ Matthew M. Gosling
	Matthew M. Gosling
	Senior Vice President and General Counsel

3

EXHIBIT INDEX

Exhibit	Description
99.1	Depomed, Inc. Press Release issued on July 13, 2017

4

EX-99.1

Exhibit 99.1

Depomed Announces Intent to Effect a Debt Refinancing

Provides Selected Preliminary Second Quarter 2017 Financial Results and
Reconfirms Full Year Financial Guidance

NEWARK, CA - July 13, 2017 - Depomed Inc. (NASDAQ: DEPO) (the “Company”) today announced that it is seeking to refinance its existing $375 million principal amount of privately placed secured Senior Notes. The existing notes are due in 2022 and have a coupon of 9.75% over three-month LIBOR (currently 1.30%). The existing note financing was provided by Deerfield and Pharmakon Advisors, LP.

The consummation and actual terms of the proposed refinancing are subject to a number of factors, including market conditions, negotiation and execution of definitive agreements and satisfaction of customary closing conditions. There can be no assurance that the refinancing will occur, or, if it does, as to the terms of the refinancing.

Preliminary Second Quarter 2017 Financial Results

In connection with the proposed debt refinancing, Depomed today announced selected preliminary financial results for the quarter ended June 30, 2017 and reconfirmed its full year guidance.

The Company currently expects net sales to be in the range of approximately $98 million to $103 million for the quarter ended June 30, 2017. The Company also expects non-GAAP Adjusted EBITDA for the second quarter to be in the range of approximately $23 million to $28 million.i Cash and investments as of June 30, 2017 were approximately $117 million. Depomed currently expects to report its full second quarter 2017 financial results in early August.

“Our second quarter performance marked an improvement over our first quarter and was consistent with our expectations,” said Arthur Higgins, President and CEO of Depomed. “We believe that in light of the quarter’s performance we are on track to achieve our previously stated financial guidance for the full year. Refinancing our debt is an important 2017 goal and we expect that we will be able to refinance on significantly more favorable terms given our solid net sales and EBITDA. Our intent is to close the refinancing during the quarter.”

About Depomed

Depomed is a leading specialty pharmaceutical company focused on enhancing the lives of the patients, families, physicians, providers and payors we serve through commercializing innovative products for pain and neurology related disorders. Depomed markets six medicines with areas of focus that include mild to severe acute pain, moderate to severe chronic pain, neuropathic pain, migraine and breakthrough cancer pain. Depomed is headquartered in Newark, California. To learn more about Depomed, visit www.depomed.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties including, but not limited to, those related to our expectations regarding a potential refinancing transaction, Depomed’s financial outlook for 2017 and expectations regarding financial results (including results for the second quarter of 2017) and potential business opportunities and other risks detailed in the Company’s Securities and Exchange Commission filings, including the Company’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q. The inclusion of forward-looking statements should not be regarded as a representation that any of the Company’s plans or objectives will be achieved. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Investor Contact:

Christopher Keenan
VP, Investor Relations and Corporate Communications
510-744-8000
ckeenan@depomed.com

i     The Company is currently not providing preliminary GAAP net loss ranges as it is still evaluating its non-recurring charges for the quarter ended June 30, 2017.