Item 1.01. Entry into a Material Definitive Agreement

In connection with the consummation of the Merger, the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), entered into a First Supplemental Indenture, dated as of March 7, 2022, which amends and supplements the Indenture (the "Indenture"), dated as of September 28, 2020, by and among the Company and U.S. Bank National Association, as predecessor to the Trustee, governing the Company's 2.75% Convertible Senior Notes due 2027 (the "Notes") in the aggregate principal amount of $230,000,000. The First Supplemental Indenture was entered into to provide for a change in the conversion right of the Notes resulting from the Merger.

The First Supplemental Indenture provides that, from and after the effective time of the Merger (the "Effective Time"), the right to convert each $1,000 principal amount of the Notes based on a number of Company Shares equal to the Conversion Rate (as defined in the Indenture) in effect immediately prior to the Merger will be changed into a right to convert such principal amount of Notes solely into (i) prior to the earlier of the occurrence of the Milestone and December 31, 2023, $26.00 in cash and one (1) CVR, (ii) after the occurrence of the Milestone on or prior to December 31, 2023, $26.00 in cash and one Milestone Payment (as defined in the CVR Agreement) in cash and (iii) after December 31, 2023 if the Milestone has not occurred on or prior to such date, $26.00 in cash.

The First Supplemental Indenture also provides that the Company irrevocably elects to eliminate Cash Settlement and Combination Settlement (each as defined in the Indenture) and that its obligations to convert the Notes will be satisfied solely by Physical Settlement (as defined in the Indenture).

The foregoing description of the Indenture and the First Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Indenture, which was included as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on September 28, 2020, and is incorporated into this Item 1.01 of this Current Report on Form 8-K by reference, and the full text of the First Supplemental Indenture, which is included as Exhibit 4.1 hereto, is incorporated herein by reference.


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Item 2.01. Completion of Acquisition or Disposition of Assets Entry

At the Effective Time, each Company Share outstanding immediately prior to the Effective Time (other than Company Shares (i) owned by Parent, the Company or any of their respective wholly owned subsidiaries immediately prior to the Effective Time or (ii) owned by Company stockholders who were entitled to demand and properly and validly demanded their appraisal rights for such Company Shares under Delaware law) was automatically converted into the right to receive consideration equal to the Offer Price.

In addition, effective as of the Effective Time, (i) each outstanding Company stock option with an exercise price per share less than $26.00, whether or not then exercisable or vested, was automatically canceled and converted into the right to receive (A) $26.00 in cash (less the applicable exercise price) multiplied by the number of Company Shares subject to such Company stock option plus (B) one CVR for each Company Share subject to such Company stock option, (ii) each Company stock option with an exercise price per share of at least $26.00 but less than $28.00, whether or not then exercisable or vested, was automatically canceled and converted into the right to receive, if and when (and only if and when) payments in respect of CVRs are required to be made under the CVR Agreement, $28.00 in cash (less the applicable exercise price) multiplied by the number of Company Shares subject to such Company stock option, (iii) each Company stock option with an exercise price per share greater than or equal to $28.00, whether or not then exercisable or vested, was automatically canceled for no consideration, (iv) each outstanding Company restricted stock unit ("RSU") was automatically canceled and converted into the right to receive (A) $26.00 in cash multiplied by the number of Company Shares subject to such RSU plus (B) one CVR for each Company Share subject to such RSU, and (v) each outstanding Company performance stock unit ("PSU") was automatically canceled and converted into the right to receive (A) $26.00 in cash multiplied by the number of Company Shares subject to such PSU (assuming achievement in full of all performance objectives) plus (B) one CVR for each Company Share subject to such PSU (assuming achievement in full of all performance objectives), in each case without interest and subject to any deduction for any withholding taxes.

The total transaction value of the Offer and the Merger (net of the Company's cash) is approximately $1.9 billion, inclusive of the Closing Amount and CVR.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement (including all annexes and exhibits thereto), a copy of which was filed as Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on January 19, 2022 and is incorporated into this report by reference in its entirety.


Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On March 7, 2022, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") that the Offer and the Merger had been completed, and requested that trading of Company Shares on Nasdaq be halted prior to the opening of trading on March 7, 2022 and suspended at the close of trading on March 7, 2022. In addition, on March 7, 2022, the Company requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 in order to effect the delisting of the Company Shares from Nasdaq.

Additionally, the Company intends to file with the SEC a certification and notice of termination on Form 15 with respect to the Company Shares, requesting that such shares be deregistered under the Exchange Act, and that the reporting obligations of the Company with respect to the Company Shares under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

At the Effective Time, holders of Company Shares immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Offer Price for each Company Share held, pursuant to the Merger Agreement).


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Item 5.01. Changes in Control of Registrant.

The information set forth under the Introductory Note and under Items 2.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

At the Effective Time, as a result of the Merger, UCB Biosciences, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent, became the sole stockholder of the Company. As a result, a change of control of the Company occurred. Parent funded the acquisition through a combination of existing cash resources and new debt financing, as described in the Offer to Purchase.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth under the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Directors

As of the Effective Time, in accordance with the Merger Agreement, each member of the board of directors of the Company (the "Board") resigned from the Board and from all committees of the Board on which such directors served. The members of the Board immediately prior to the Effective Time were Cam L. Garner, Louis C. Bock, James B. Breitmeyer, Stephen J. Farr, Caroline M. Loewy, Erle T. Mast, Mary E. Stutts, Renee Tannenbaum, Denelle J. Waynick and Mark Wiggins.

Immediately following the Effective Time, in accordance with the Merger Agreement, Iris Loew-Friedrich, Jennifer Trevett and Thiyagaraja Ravindran, the directors of Merger Sub immediately prior to the Effective Time, were appointed as the directors of the Company. Biographical and other information with respect to the new directors is set forth in Schedule I to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO.

Officers

As of the Effective Time, in accordance with the Merger Agreement, the executive officers of the Company immediately prior to the Merger remained in their respective positions as the executive officers of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, as of the Effective Time, the Fifth Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (as so amended and restated, the "Amended and Restated Certificate of Incorporation"). The Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.

In addition, as of the Effective Time, in accordance with the Merger Agreement, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Bylaws"). The Bylaws, as so amended and restated, are filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

In accordance with General Instruction G(3) of Form 10-K, the Company will file an amendment to our Form 10-K for the fiscal year ended December 31, 2021 on or before March 7, 2022 to include those items required by Part III of Form 10-K, including the sections entitled "Compensation Discussion & Analysis" and "Executive Compensation".


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Item 9.01. Financial Statements and Exhibits





(d) Exhibits



2.1       Agreement and Plan of Merger, dated January 18, 2022, among UCB S.A.,
        Zinc Merger Sub, Inc. and Zogenix, Inc. (incorporated by reference to
        Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
        January 19, 2022)*

3.1       Amended and Restated Certificate of Incorporation of Zogenix, Inc.

3.2       Bylaws of Zogenix, Inc.

4.1       First Supplemental Indenture, dated March 7, 2022, by and between
        Zogenix, Inc. and U.S. Bank Trust Company, National Association, as
        trustee

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

* The schedules to the Agreement and Plan of Merger have been omitted from this

filing pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company will

furnish copies of any such schedules to the SEC upon request.

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