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) August 31, 2012
ACELRX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in charter)
| DELAWARE | 001-35068 | 41-2193603 | ||
| (State of incorporation) | (Commission File No.) |
(IRS Employer Identification No.) |
351 Galveston Drive
Redwood City, CA 94063
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 216-3500
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 Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
AcelRx Pharmaceuticals, Inc. (the “Company”) is filing this Current Report on Form 8-K to provide a copy of the legal opinion of Cooley LLP relating to the legality of the shares of the Company’s Common Stock to be offered and sold pursuant the Company’s Registration Statement on Form S-3 (File No. 333-183237) filed with the Securities and Exchange Commission on August 10, 2012 and the related prospectus supplement filed with the Securities and Exchange Commission on August 31, 2012.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 5.1 | Opinion of Cooley LLP. | |
SIGNATURE
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.
Date: August 31, 2012
| ACELRX PHARMACEUTICALS, INC. | ||
| By: | /s/ James H. Welch | |
|
| ||
| Name: | James H. Welch | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 5.1 | Opinion of Cooley LLP. | |