8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2016

ALEXZA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51820	77-0567768
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Alexza Pharmaceuticals, Inc. 2091 Stierlin Court Mountain View, California	94043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 944-7000

(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):

¨ 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))

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Alexza Pharmaceuticals, Inc. (“Alexza”) on February 29, 2016 (the “Original Report”) with the U.S. Securities and Exchange Commission to report that Alexza had entered into a non-binding Letter of Intent (the “Letter of Intent”) with Grupo Ferrer Internacional, S.A. (“Ferrer”) with respect to Ferrer’s proposed acquisition of all outstanding shares of Alexza’s common stock. The purpose of this Amendment is to supplement the disclosure in Item 8.01 of the Original Report and to furnish Exhibit 10.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, the supplemental disclosure provided in Item 8.01 below, the Exhibit Index disclosed in Item 9.01 and Exhibit 10.1.

Section 8 – Other Events

Item 8.01. Other Events.

While Alexza and Ferrer are continuing and expect to continue to engage in discussions concerning a potential acquisition of all outstanding shares of Alexza’s common stock by Ferrer, on the basis of such discussions as have been conducted to date and Ferrer’s related due diligence, Alexza expects that any offer Ferrer may make in connection with a potential transaction will reflect lower amounts, for both the upfront payment and the payments under the contingent value rights, than those specified in the Letter of Intent, and that the triggering events in respect of the contingent value rights specified in the Letter of Intent will be adjusted.

As stated previously, the Letter of Intent does not constitute a binding agreement to consummate any transaction and it entitles Alexza and Ferrer to terminate discussions at any time in each’s sole discretion. There can be no assurance that any transaction will be agreed to or consummated. Alexza does not expect to further amend this Form 8-K concerning a potential transaction until such time, if any, as a definitive agreement is reached or discussions have terminated.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Letter of Intent by and between the Registrant and Grupo Ferrer Internacional, S.A. dated February 15, 2016.

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.

	ALEXZA PHARMACEUTICALS, INC.
Date: April 29, 2016	By:	/s/ Thomas B. King
		Thomas B. King
		President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Letter of Intent by and between the Registrant and Grupo Ferrer Internacional, S.A. dated February 15, 2016.

EX-10.1

Exhibit 10.1

Grupo Ferrer Internacional, S.A.   Diagonal 549, 5^a planta E-08029 Barcelona Tel. +34 936003700 - Fax +34 933308057 www.ferrer.com

February 15^th, 2016

Highly Confidential

Alexza Pharmaceuticals Inc.

2091 Stierlin Court

Mountain View, CA 94043

United States

Attention: Ms. Tatjana Naranda Director Business Development & Global Alliance Management

Ladies and Gentleman:

Over the course of the last several weeks, Grupo Ferrer Internacional, S.A. (“we” or “Ferrer”) has completed a significant amount of due diligence and continues to evaluate a potential acquisition of Alexza Pharmaceuticals, Inc. (“you” or “Alexza”). Over the last several years, we have developed a close working relationship with Alexza and have strong belief in the eventual success of ADASUVE for patients with agitation. As a result of our belief and recent diligence, we are submitting a preliminary, non-binding letter of intent to acquire all outstanding shares of Alexza as outlined below.

This letter does not constitute a binding agreement by Ferrer or any of our affiliates or subsidiaries to consummate any transaction contemplated herein. As discussions advance we may in our sole discretion and without cause withdraw from or terminate discussions or negotiations at any time with no obligation to Alexza, its shareholders or third parties, and will not be under any legal obligation unless and until a definitive written agreements containing terms and conditions mutually agreeable to all parties have been executed and delivered by all parties intended to be bound.

1. Upfront payment

1.04 usd per share on a fully-diluted basis and cash payments to warrant holders with out-of-the-money warrants based on their Black-Scholes value. This assumes 100% fully-diluted shares.

2. Contingent value rights (“CVRs”)

CVRs based on the achievement of pre-specified events outlined below and are structured to preserve a 251(h) tender offer structure:

R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105,

Inscription 1^e, N.I.F. A-61738993

Grupo Ferrer Internacional, S.A.   Diagonal 549, 5^a planta E-08029 Barcelona Tel. +34 936003700 - Fax +34 933308057 www.ferrer.com

#	Underlying Asset	Triggering event	Tradeable (Yes/No)	Expiration date	Amount
1	Staccato-based products in development (excluding ADASUVE)	When Ferrer has received a total of 10 million usd in net payments (upfronts, milestones, royalties)	No	5 years	3 million usd (~0.14 usd per share)
2	Staccato-based products in development (excluding ADASUVE)	When Ferrer has received a total of 30 million usd in net payments (upfronts, milestones, royalties)	No	10 years	6 million usd (~0.28 usd per share)
3	Staccato-based products global revenue (including ADASUVE)	When the sum of Alexza’s income all Staccato-based products achieve 100 million usd	No	None	0.4 usd per share (~9 million)
4	Staccato-based products global revenue (including ADASUVE)	When the sum of Alexza’s income all Staccato-based products achieve 300 million usd	No	None	0.8 usd per share (~17 million)

3. Structure

Tender offer or single-step merger for all of the shares followed by a merger of Alexza into a wholly owned subsidiary of Ferrer pursuant to 251(h) of the General Corporation Law of the State of Delaware.

4. Sources of funds

We have sufficient cash on hand to acquire Alexza In an all-cash transaction.

5. Due diligence requirements

In order to commit a firm and binding offer, Ferrer will conduct a full due diligence process which Includes meetings with the management team and key staff of Alexza Pharmaceuticals as well as access to the comprehensive data room comprising all the documents of the

company and its subsidiaries.

The Due Diligence would include, but not be limited to, the following:

• Complete financial due diligence,

• Further commercial due diligence,

• Environmental and operational review,

R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105,

Inscription 1^e, N.I.F. A-61738993

Grupo Ferrer Internacional, S.A.   Diagonal 549, 5^a planta E-08029 Barcelona Tel. +34 936003700 - Fax +34 933308057 www.ferrer.com

• Assurance that there is proper title to assets and there are no outstanding liens, tax liabilities, operating encumbrances or other items that would impact ongoing operations,

• Relevant diligence around customer base, and intellectual property,

• An understanding of legal and transfer issues required for the transaction, and

• Complete legal & tax due diligence.

6. Approvals and conditions

Our offer has undergone significant review and received the support of our senior management team. Final approval will be provided immediately in advance of signing such that internal approval is not a closing condition.

Our indicative offer is based on:

• The shares will be transferred free of any lien, encumbrance, security or any other third party right or claim,

• The information provided shows a faithful view of the business, activity, organization, structure and financial position of the Company and its subsidiaries,

• The Transaction will be made assuming a normalized working capital,

• The existing operating facilities (Including the laboratories and offices) are in good condition and do not require a material injection of capital or investment in order to maintain current condition.

• Comprehensive knowledge and understanding of any commitments assumed by Alexza in regards of royalties and loan notes.

7. Timing

Ferrer believes it can conduct this due diligence In a timely manner, with a target of 20 days from acceptance of this non-binding offer. We would be willing to negotiate the terms of the definitive transaction documentation on parallel timeline with the due diligence investigation.

8. Additional Information

This letter and the terms herein are confidential and should not be disclosed to anyone other than the shareholders, the management team and its respective advisors.

9. Contact Information

Please contact:

Antoni Villaró via email at avillaro@ferrer.com or telephone at (34)936003787 or (34)618234445

or

Juan Fanés via email at jfanes@ferrer.com or telephone at (34)936003717 or (34)606337891

R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105,

Inscription 1^e, N.I.F. A-61738993

Grupo Ferrer Internacional, S.A.   Diagonal 549, 5^a planta E-08029 Barcelona Tel. +34 936003700 - Fax +34 933308057 www.ferrer.com

We believe that this proposal represents a compelling proposition for Alexza and its stockholders and believe a mutually advantageous transaction can be negotiated and executed expeditiously. We look forward to working with you to pursue this opportunity for both of our companies.

Sincerely,

/s/ Juan Fanés Trillo

Juan Fanés Trillo

C.F.O.

Grupo Ferrer Internacional, S.A.

Accepted by Alexza Pharmaceuticals, Inc:

/s/ Thomas B. King

17 February 2016

R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105,

Inscription 1^e, N.I.F. A-61738993