UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): June 21, 2007
Critical Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-50767
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04-3523569 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 60 Westview Street, Lexington, Massachusetts
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02421 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 402-5700
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.02 Termination of a Material Definitive Agreement.
On June 22, 2007, the Company terminated a consulting agreement, dated October 25, 2006, with M.
Cory Zwerling, a member of the Company’s Board of Directors. The termination of the consulting agreement for convenience is effective June 30, 2007 and follows Mr. Zwerling’s appointment as
president and chief executive officer of Macroflux Corporation. Pursuant to the terms of the
consulting agreement, Mr. Zwerling provided the Company with services related to commercial sales,
marketing and business development initiatives and other related projects mutually agreed upon by
the Company and Mr. Zwerling. Under the agreement, the Company paid Mr. Zwerling $1,800 per day
and granted him an option to purchase 200,000 shares of the Company’s common stock under the
Company’s 2004 Stock Incentive Plan, as amended. This option has an exercise price of $2.63 per
share. As of June 30, 2007, 119,713 shares subject to the option are vested. Mr. Zwerling will
have until September 30, 2007 to exercise any vested shares subject to the option, at which time
the option will expire.
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 21, 2007, James Tananbaum, M.D., a class II director, notified the Company of his
resignation from the Company’s Board of Directors effective June 22, 2007.
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