ZGNX / Zogenix Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ZGNX / Zogenix, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2215250-1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* ZOGENIX, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98978L204 (CUSIP Number) May 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34962 ZOGENIX, INC. (Exact name of registrant as specified in its charte

ZGNX / Zogenix, Inc. / CARLSON CAPITAL L P - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zogenix, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 98978L105 (CUSIP Number) March 4, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No. 333-197998 Form S-8 Registration No. 333-224

Registration No. 333-170875 Registration No. 333-181543 Registration No. 333-197998 Registration No. 333-224797 Registration No. 333-233062 Registration No. 333-238804 Registration No. 333-258532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No

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

Exhibit 4.1 Execution Version ZOGENIX, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE dated as of March 7, 2022 to the INDENTURE dated as of September 28, 2020 2.75% Convertible Senior Notes due 2027 This FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of March 7, 2022, is between Zogenix, Inc., a Delaware corporation, as issue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No. 333-197998 Form S-8 Registration No. 333-224

S-8 POS 1 d302895ds8pos.htm S-8 POS Registration No. 333-170875 Registration No. 333-181543 Registration No. 333-197998 Registration No. 333-224797 Registration No. 333-233062 Registration No. 333-238804 Registration No. 333-258532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGEN

Bylaws of Zogenix, Inc.

Exhibit 3.2 BYLAWS OF ZOGENIX, INC. a Delaware Corporation (hereinafter referred to as the ?Corporation?) ARTICLE I OFFICES Section 1. Registered Office. The registered office and the registered agent of the Corporation are as set forth in the Certificate of Incorporation. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Dela

Amended and Restated Certificate of Incorporation of Zogenix, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZOGENIX, INC. ARTICLE I NAME The name of the Corporation is Zogenix, Inc. ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the Corporation?s registered office in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): March 7, 2022 ZOGENIX, INC. (Exact name of registrant as specified in its charter) Delaware 001-34962 20-5300780 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No. 333-197998 Form S-8 Registration No. 333-224

Registration No. 333-170875 Registration No. 333-181543 Registration No. 333-197998 Registration No. 333-224797 Registration No. 333-233062 Registration No. 333-238804 Registration No. 333-258532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No. 333-197998 Form S-8 Registration No. 333-224

Registration No. 333-170875 Registration No. 333-181543 Registration No. 333-197998 Registration No. 333-224797 Registration No. 333-233062 Registration No. 333-238804 Registration No. 333-258532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No

As filed with the Securities and Exchange Commission on March 7, 2022

POS AM 1 d297252dposam.htm POS AM As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. 333-199957 Registration No. 333-239158 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT (REG. NO. 333-199957) FORM S-3 REGISTRATION STATEMENT (REG. NO. 333-239158) UNDER THE SECURITIES ACT O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No. 333-197998 Form S-8 Registration No. 333-224

Registration No. 333-170875 Registration No. 333-181543 Registration No. 333-197998 Registration No. 333-224797 Registration No. 333-233062 Registration No. 333-238804 Registration No. 333-258532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No. 333-197998 Form S-8 Registration No. 333-224

Registration No. 333-170875 Registration No. 333-181543 Registration No. 333-197998 Registration No. 333-224797 Registration No. 333-233062 Registration No. 333-238804 Registration No. 333-258532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No. 333-197998 Form S-8 Registration No. 333-224

Registration No. 333-170875 Registration No. 333-181543 Registration No. 333-197998 Registration No. 333-224797 Registration No. 333-233062 Registration No. 333-238804 Registration No. 333-258532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 Registration No. 333-170875 Form S-8 Registration No. 333-181543 Form S-8 Registration No

As filed with the Securities and Exchange Commission on March 7, 2022

POS AM 1 d297252dposam.htm POS AM As filed with the Securities and Exchange Commission on March 7, 2022 Registration No. 333-199957 Registration No. 333-239158 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT (REG. NO. 333-199957) FORM S-3 REGISTRATION STATEMENT (REG. NO. 333-239158) UNDER THE SECURITIES ACT O

EX-99.25

Form 25

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 ZOGENIX, INC. (Name of Subject Company (Issuer)) Zin

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 ZOGENIX, INC. (Name of Subject Company (Issuer)) Zinc Merger Sub, Inc. an indirect wholly owned subsidiary of UCB S.A. (Names of Filing Persons (Offerors)) Common Stock, par value $0.001 per share (Titl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 7) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGEN

SC 14D9/A 1 d628995dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 7) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Secur

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 ZOGENIX, INC. (Name of Subject Company (Issuer)) Zin

SC TO-T/A 1 d313286dsctota.htm SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 ZOGENIX, INC. (Name of Subject Company (Issuer)) Zinc Merger Sub, Inc. an indirect wholly owned subsidiary of UCB S.A. (Names of Filing Persons (Offerors)) Commo

Press release issued by UCB S.A., dated March 4, 2022.*

Exhibit (a)(5)(J) UCB Announces Expiration of Hart-Scott-Rodino Waiting Period for Proposed Acquisition of Zogenix, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 6) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGEN

SC 14D9/A 1 d641681dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 6) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 98978L204 (CUSIP Number of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K _________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ?????????????? FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGENIX, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 98978L204 (CUSIP Number of Class of

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Exhibit (a)(5)(X) To: Zogenix, Inc. Option Holders and ESPP Participants From: Zogenix, Inc. Date: March 1, 2022 Subject: Effect of Merger on Option Awards and ESPP Participation This memo provides important information regarding the impact of the upcoming closing of UCB?s acquisition of Zogenix on your outstanding stock options to purchase shares of the common stock of Zogenix, Inc. (?Zogenix?),

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF ZOGENIX, INC. All subsidiaries are wholly-owned, directly or indirectly, by Zogenix, Inc. Name of Subsidiary Jurisdiction of Formation Modis Therapeutics, Inc. Delaware Name of Non-U.S. Subsidiary Jurisdiction of Formation Zogenix Europe Limited United Kingdom Zogenix GmbH Germany Zogenix International Limited United Kingdom Zogenix K.K. Japan Zogenix ROI Limited Irela

Press release issued by UCB S.A., dated February 28, 2022.*

Exhibit (a)(5)(I) UCB Announces Extension of Tender Offer to Acquire Zogenix, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 ZOGENIX, INC. (Name of Subject Company (Issuer)) Zin

SC TO-T/A 1 d84429dsctota.htm SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 ZOGENIX, INC. (Name of Subject Company (Issuer)) Zinc Merger Sub, Inc. an indirect wholly owned subsidiary of UCB S.A. (Names of Filing Persons (Offerors)) Common

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) (Amendment No.

Zogenix Provides Corporate Update and Reports Fourth Quarter and Full-Year 2021 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Fourth Quarter and Full-Year 2021 Financial Results ?Total revenue of $26.6 million in the fourth quarter and $81.7 million for the full year ?FINTEPLA? net product sales of $23.5 million in the fourth quarter and $74.7 million for the full year ?Announced U.S. Food and Drug Administration acceptance with Priority Review of Supplemental Ne

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 28, 2022 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGEN

SC 14D9/A 1 d121282dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Secur

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 17, 2022 ZOGENIX, INC. (Exact name of registrant as specified in its charter) Delaware 001-34962 20-5300780 (State or other jurisdiction of incorporation or organization) (Co

2022 Salary and Incentive Award

Exhibit (a)(5)(W) Dear <>, Below is a summary of your estimated compensation, which reflects your Zogenix 2021 bonus as well as your 2022 annual long term incentive award and 2022 base salary (including your merit increase).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 98978L204 (CUSIP Number of Class of

ZGNX / Zogenix, Inc. / CADIAN CAPITAL MANAGEMENT, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

ZGNX / Zogenix, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* ZOGENIX, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98978L204 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

ZGNX / Zogenix, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Zogenix Inc. Title of Class of Securities: Common Stock CUSIP Number: 98978L204 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 1

ZGNX / Zogenix, Inc. / FRANKLIN RESOURCES INC Passive Investment

CUSIP NO. 98978L204 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ZOGENIX, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978L204 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the approp

ZOGENIX, INC. 2010 EQUITY INCENTIVE AWARD PLAN GLOBAL RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT FOR PARTICIPANTS OUTSIDE OF THE UNITED STATES

Exhibit (e)(13) ZOGENIX, INC. 2010 EQUITY INCENTIVE AWARD PLAN GLOBAL RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT FOR PARTICIPANTS OUTSIDE OF THE UNITED STATES Zogenix, Inc., a Delaware corporation (the ?Company?), pursuant to its 2010 Equity Incentive Award Plan (as amended, the ?Plan?), hereby grants to the individual listed below (?Participant?), an award

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of ZOGENIX, INC.

ZOGENIX, INC. 2021 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE AWARD PLAN GLOBAL STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT FOR PARTICIPANTS OUTSIDE OF THE UNITED STATES

Exhibit (e)(10) ZOGENIX, INC. 2021 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE AWARD PLAN GLOBAL STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT FOR PARTICIPANTS OUTSIDE OF THE UNITED STATES Zogenix, Inc., a Delaware corporation (the ?Company?), pursuant to its 2021 Employment Inducement Equity Incentive Award Plan (the ?Plan?), hereby grants to the individual listed below (?Participant?), an opti

ZOGENIX, INC. 2010 EQUITY INCENTIVE AWARD PLAN GLOBAL STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT FOR PARTICIPANTS OUTSIDE OF THE UNITED STATES

Exhibit (e)(15) ZOGENIX, INC. 2010 EQUITY INCENTIVE AWARD PLAN GLOBAL STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT FOR PARTICIPANTS OUTSIDE OF THE UNITED STATES Zogenix, Inc., a Delaware corporation (the ?Company?), pursuant to its 2010 Equity Incentive Award Plan (the ?Plan?), hereby grants to the individual listed below (?Participant?), an option to purchase the number of shares of the C

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of ZOGENIX, INC.

Summary Advertisement, dated February 1, 2022.*

Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

ZOGENIX, INC. 2021 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit (e)(7) ZOGENIX, INC. 2021 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT Zogenix, Inc., a Delaware corporation (the ?Company?), pursuant to its 2021 Employment Inducement Equity Incentive Award Plan (as amended, the ?Plan?), hereby grants to the individual listed below (?Participant?), an award of restric

Offer to Purchase dated February 1, 2022.*

Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of ZOGENIX, INC.

Term Facility Agreement dated as of January 19, 2022, among, inter alios, UCB S.A., certain of its subsidiaries as Borrowers, certain of its subsidiaries as Guarantors, BNP Paribas Fortis SA/NV and Barclays Bank PLC as Bookrunners and Underwriters, BNP Paribas Fortis SA/NV as Arranger and Agent and certain financial institutions named therein as Lenders.*

Exhibit (b) TERM FACILITY AGREEMENT USD 800,000,000 dated 19 January 2022 for UCB SA arranged by BNP PARIBAS FORTIS SA/NV and BARCLAYS BANK PLC with BNP PARIBAS FORTIS SA/NV acting as Agent CONTENTS Clause Page 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX,

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978L204 (CUSIP Num

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Exhibit (a)(5)(v) Second Round of FAQs Link to first FAQs Contents Timeline 2 1.??When is the acquisition expected to close? 2 2.??What is UCB?s general integration timeline? 2 3.??Can you outline what information we can expect to hear pre-closing vs. post-closing? 2 4.??Can you provide a timeline and what the plan is for each group in Zogenix? 3 5.??What is the timeline of when we will know if we

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 98978L204 (CUSIP Number of Class of

Amendment No. 1 to the Confidentiality Agreement dated as of January 3, 2022, between Zogenix, Inc. and UCB Biopharma SPRL*

Exhibit (d)(4) AMENDMENT NO. 1 TO THE CONFIDENTIALITY AGREEMENT This Amendment No. 1 (this ?Amendment?), effective as of 03 January 2022 (the ?Amendment Effective Date?), is made by and between Zogenix, Inc., having a place of business at 5959 Horton Street, 5th Floor, Emeryville, CA 94608, United States (?Zogenix?), and UCB Biopharma SPRL, having a place of business at All?e de la Recherche 60, B

Confidentiality Agreement dated as of August 25, 2021, between Zogenix, Inc. and UCB Biopharma SPRL*

Exhibit (d)(3) CONFIDENTIALITY AGREEMENT 1 Effective Date. This Agreement is entered into and effective as of the latest date of signature appearing below (the ?Effective Date?). 2 Parties. The parties to this Agreement and their addresses are: UCB Biopharma SPRL Zogenix, Inc. Allee de la Recherche 60 5959 Horton Street Brussels, 1070 Emeryville, CA 94608 Belgium United States (?UCB?) (?Zogenix?)

ZOGENIX, INC. 2021 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT

Exhibit (e)(9) ZOGENIX, INC. 2021 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Zogenix, Inc., a Delaware corporation (the ?Company?), pursuant to its 2021 Employment Inducement Equity Incentive Award Plan (the ?Plan?), hereby grants to the individual listed below (?Participant?), an option to purchase the number of shares of the Company?s S

Press release issued by UCB S.A. dated February 1, 2022.*

Exhibit (a)(1)(F) UCB Commences Tender Offer to Acquire Zogenix, Inc. Brussels (Belgium) 1 February 2022, 18:00 CET ? UCB (Euronext: UCB) is commencing today, through its indirect wholly owned subsidiary, Zinc Merger Sub, Inc., a tender offer to purchase all outstanding shares of common stock of Zogenix, Inc. (Nasdaq: ZGNX) for US$ 26.00 in cash at closing plus a contingent value right (CVR) for a

Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9 or IRS Form W-8).*

Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of Zogenix, Inc.

Zogenix, Inc. 5959 Horton Street, Suite 500 Emeryville, California 94608

Exhibit (a)(5)(N) Zogenix, Inc. 5959 Horton Street, Suite 500 Emeryville, California 94608 February 1, 2022 Dear Stockholder: We are pleased to inform you that, on January 18, 2022, Zogenix, Inc. (?Zogenix?) entered into a definitive Agreement and Plan of Merger (the ?Merger Agreement?) with UCB S.A. (?Parent?) and Zinc Merger Sub, Inc., a wholly owned subsidiary of Parent (?Purchaser?). In accord

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ZOGENIX, INC. (Name of Subject Company (Issuer)) Zinc Merger Sub, In

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ZOGENIX, INC. (Name of Subject Company (Issuer)) Zinc Merger Sub, Inc. an indirect wholly owned subsidiary of UCB S.A. (Names of Filing Persons (Offerors)) Common Stock, par value $0.001 per share (Title of Class of Se

Filing Fee Table

Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) ZOGENIX, INC. (Name of Subject Company (Issuer)) Zinc Merger Sub, Inc. an indirect wholly owned subsidiary of UCB S.A. (Names of Filing Persons (Offerors)) Table 1?Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $ 1,670,581,276 .0000927 $ 154,863 Fees Previously Paid 0 0 Total Transaction Valuatio

ZOGENIX, INC. 2021 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE AWARD PLAN GLOBAL RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT FOR PARTICIPANTS OUTSIDE OF THE UNITED STATES

Exhibit (e)(8) ZOGENIX, INC. 2021 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE AWARD PLAN GLOBAL RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT FOR PARTICIPANTS OUTSIDE OF THE UNITED STATES Zogenix, Inc., a Delaware corporation (the ?Company?), pursuant to its 2021 Employment Inducement Equity Incentive Award Plan (as amended, the ?Plan?), hereby grants to the individ

UCB to acquire Zogenix

Exhibit 99.1 UCB to acquire Zogenix ? Transaction broadens and builds upon UCB?s role as a leader in, and our continued commitment to, addressing unmet needs of people living with epilepsy, complementing existing medicines and expanding clinical development pipeline of epilepsy and rare disease therapies ? Adds treatment option for specific, vulnerable patient populations with FINTEPLA? (fenfluram

Social Media Posts of UCB and its representatives dated January 19, 2022

EX-99.7 8 d285608dex997.htm EX-99.7 Exhibit 99.7 UCB US Twitter post:For Media: UCB has entered into a definitive agreement to acquire @Zogenix. This broadens and builds upon UCBs role as a leader in, and our continued commitment to, addressing the unmet needs of people living with #epilepsy. #DravetSyndrome #Dravet https://www.ucb-usa.com/stories-media/UCB-U-S-News/detail/article/ucb-acquire-zoge

Investor Presentation dated January 19, 2022

UCB to Acquire Zogenix Capital Markets Conference Call 19 January 2022 Committed to Improving Lives of People Living with Epilepsy Exhibit 99.

Exhibit 99.10

EX-99.10 11 d296753dex9910.htm EX-99.10 Exhibit 99.10 Dear [NAME], I am writing to share some important news about Zogenix. [Today / Last night] we announced that Zogenix has entered into an agreement to be acquired by UCB, a global leader in developing and commercializing innovative therapies in neurology and immunology. The news release, which includes more information about the pending merger,

Joint Press Release dated January 19, 2022

Exhibit 99.1 UCB to acquire Zogenix ? Transaction broadens and builds upon UCB?s role as a leader in, and our continued commitment to, addressing unmet needs of people living with epilepsy, complementing existing medicines and expanding clinical development pipeline of epilepsy and rare disease therapies ? Adds treatment option for specific, vulnerable patient populations with FINTEPLA? (fenfluram

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 18, 2022 ZOGENIX, INC. (Exact name of registrant as specified in its charter) Delaware 001-34962 20-5300780 (State or other jurisdiction of incorporation or organization) (Com

Exhibit 99.8

Exhibit 99.8 SUBJECT: UCB to Acquire Zogenix in Transaction Valued at $1.9 Billion [NAME], We?ve just announced that we have entered into an agreement to be acquired by UCB (Euronext: UCB) in a transaction valued at $1.9 billion. The press release with additional details regarding the transaction can be found at https://www.prnewswire.com/news-releases/ucb-to-acquire-zogenix-301463511.html. Upon c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 98978L204 (CUSIP Number of Class of Securities) Steph

Transcript of Jean-Christophe Tellier’s video message to Zogenix employees dated January 19, 2022

Exhibit 99.8 Dear all, Many thanks for giving me the opportunity to say hello to all of you on what is an important day for both companies. Unfortunately, I?m not able to join you live during your meeting, but I?m sure we will have occasions in the future to do so. I?m excited that UCB and Zogenix have agreed to enter into an agreement for UCB to acquire Zogenix because I believe we share your pas

Exhibit 99.1

Exhibit 99.1 Dear Z-Team Colleagues, A few moments ago, UCB and Zogenix issued a joint press release announcing the companies had entered into an agreement for UCB to acquire Zogenix. UCB shares our focus and passion for helping people living with neurological and rare diseases. For more than 30 years, they have provided therapies that have helped transform the epilepsy landscape and improve the l

Email to Employees dated January 19, 2022

Exhibit 99.5 Dear colleagues, I hope you had chance to join the global employee town hall today to hear more about the exciting proposed UCB acquisition of Zogenix, Inc. I know you will have many questions, but there is only so much we can share at this stage. However, I wanted to reinforce why this makes sense for us. In epilepsy, leading from the front remains a priority and core to our patient

Exhibit 99.4

EX-99.4 5 d296753dex994.htm EX-99.4 Exhibit 99.4 January 19, 2022 Dear [Valued Supplier / Vendor / Partner], As you are a valued partner to Zogenix, I am writing to update you about some important news about Zogenix. Today we announced Zogenix has entered into an agreement to be acquired by UCB S.A., a global leader in developing and commercializing innovative therapies in neurology and immunology

U.S. Employee Newsflash dated January 19, 2022

Exhibit 99.3 Subject: UCB to Acquire Zogenix Dear colleagues, As you may have seen this morning, we?re pleased to share that UCB has entered into a definitive agreement to acquire Zogenix, Inc., a U.S.-based global biopharmaceutical company commercializing and developing medicines to treat specific or rare forms of epilepsy, including Dravet and Lennox-Gastaut syndromes. In line with our Breakthro

Employee Newsflash and News Plaza Article dated January 19, 2022

Exhibit 99.2 UCB to acquire Zogenix UCB has entered into an important agreement to acquire Zogenix, Inc., a global biopharmaceutical company developing therapies for specific or rare forms of epilepsy. When finalized, this acquisition will be a tremendous strategic addition for UCB, broadening and building upon our role as a leader and reinforcing our continued commitment to addressing unmet needs

Exhibit 99.2

Zogenix + UCB January 19, 2022 Exhibit 99.2 Forward-Looking Statements The statements included above that are not a description of historical facts are forward-looking statements. Words or phrases such as ?believe,? ?may,? ?could,? ?will,? ?estimate,? ?continue,? ?anticipate,? ?intend,? ?seek,? ?plan,? ?expect,? ?should,? ?would? or similar expressions are intended to identify forward-looking stat

Exhibit 99.5

Exhibit 99.5 January 19, 2022 Dear [ESL], As you are a valued partner to Zogenix, I am writing to update you about some important news about Zogenix. Today we announced Zogenix has entered into an agreement to be acquired by UCB S.A., a global leader in developing and commercializing innovative therapies in neurology and immunology. We believe this transaction will benefit patients and caregivers

Exhibit 99.6

Exhibit 99.6 January 19, 2022 Dear [PAG], As you are a valued partner to Zogenix, we are writing to update you about some important news about Zogenix. Today we announced Zogenix has entered into an agreement to be acquired by UCB S.A., a global leader in developing and commercializing innovative therapies in neurology and immunology. We believe this transaction will benefit patients and caregiver

Exhibit 99.9

Exhibit 99.9 Subject: Zogenix Announcement Tonight Hello Zogenix consultants and temporary staff, Tonight we announced that Zogenix has entered into an agreement to be acquired by UCB, a global leader in developing and commercializing innovative therapies in neurology and immunology. The news release, which includes more information regarding the transaction, can be found at https://www.prnewswire

Exhibit 99.7

Exhibit 99.7 SUBJECT: UCB to Acquire Zogenix in Transaction Valued at US$1.9 Billion [NAME], Tonight we announced that Zogenix has entered into an agreement to be acquired by UCB (Euronext: UCB) in a transaction valued at $1.9 billion. The press release we issued can be found at https://www.prnewswire.com/news-releases/ucb-to-acquire-zogenix-301463511.html. Key highlights of the transaction includ

Employee Town Hall Presentation dated January 19, 2022

UCB to acquire Zogenix, Inc. Global Employee Townhall Update Broadening and building on our role as a leader and continued commitment to addressing unmet needs of people living with epilepsy Exhibit 99.4 Important Information About the Tender Offer The tender offer described in this document (the ?Offer?) has not yet commenced. This document is for informational purposes only and is neither an off

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ZOGENIX, INC. (Name of Subject Company) ZOGENIX, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 98978L204 (CUSIP Number of Class of Securities) Steph

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ZOGENIX, INC. (Name of Subject Company — Issuer) ZINC MERGER SUB, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ZOGENIX, INC. (Name of Subject Company — Issuer) ZINC MERGER SUB, INC. a wholly owned subsidiary of UCB S.A. (Names of Filing Persons — Offerors) Common Stock, par value $0.001 per share (Title of Class of Securities) 9

Exhibit 99.3

Exhibit 99.3 Zogenix FAQs Contents General Information 3 1. What was announced? 3 2. Who is UCB? 3 3. Why is this good for Zogenix? How does it fit into our strategy? 3 4. How do the values of the two companies align? 4 5. When do you expect to close the transaction? 4 6. Can we expect updates from UCB during this period before the deal closes? 4 7. Can Zogenix employees interact with UCB employee

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

Exhibit 2.1 Execution version AGREEMENT AND PLAN OF MERGER AMONG UCB S.A., ZINC MERGER SUB, INC. AND ZOGENIX, INC. DATED AS OF JANUARY 18, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 SECTION 1.01. Definitions 2 SECTION 1.02. Other Definitional and Interpretative Provisions 17 ARTICLE 2 THE OFFER 18 SECTION 2.01. The Offer 18 SECTION 2.02. Company Action 21 ARTICLE 3 THE MERGER 22 SECTION 3

Other Events

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): November 30, 2021 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Second Amendment to Employment Agreement, dated July 2, 2018, by and between the Registrant and Ashish

Exhibit 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is made and entered into effective as of January 1, 2021, by and between Zogenix, Inc. (the ?Company?) and Ashish Sagrolikar (?Executive?). RECITALS WHEREAS, Executive and the Company previously entered into that certain Employment Agreement effective July 2, 2018, as amended by t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGEN

Amendment to Employment Agreement, dated July 2, 2018, by and between the Registrant and Ashish Sagrolikar

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is made and entered into effective as of December 19, 2019, by and between ZOGENIX, INC. (the ?Company?) and ASHISH SAGROLIKAR (?Executive?). RECITALS WHEREAS, Executive and the Company previously entered into that certain Employment Agreement effective July 2, 2018 (the ?Agreement?), pursuant

Third Amendment to Employment Agreement, dated July 2, 2018, by and between the Registrant and Ashish

Exhibit 10.3 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is made and entered into effective as of August 5, 2021, by and between Zogenix, Inc. (the ?Company?) and Ashish Sagrolikar (?Executive?). RECITALS WHEREAS, Executive and the Company previously entered into that certain Employment Agreement effective July 2, 2018, as amended by that

Zogenix Provides Corporate Update and Reports Third Quarter 2021 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Third Quarter 2021 Financial Results ?FINTEPLA? net product sales of $21.4 million and total revenue of $22.6 million in the third quarter, representing quarter-over-quarter increases of 22% and 20%, respectively ?Submitted supplemental New Drug Application (sNDA) to the U.S. Food and Drug Administration (FDA) for FINTEPLA in Lennox-Gastau

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 4, 2021 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Num

Other Events

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): September 28, 2021 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File N

As filed with the Securities and Exchange Commission on August 5, 2021

As filed with the Securities and Exchange Commission on August 5, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGENIX, I

Independent Director Compensation Policy as amended and restated effective May 27, 2021

Exhibit 10.1 ZOGENIX, INC. INDEPENDENT DIRECTOR COMPENSATION POLICY (As Amended and Restated Effective May 27, 2021) Non-employee members of the board of directors (the ?Board?) of Zogenix, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Independent Director Compensation Policy. The cash compensation and option grants described in this Independen

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2021 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Zogenix Provides Corporate Update and Reports Second Quarter 2021 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Second Quarter 2021 Financial Results ?Commercial launches of FINTEPLA in the U.S. and Europe progressing strongly, with total net product sales of $17.5 million and total revenue of $18.8 million in the second quarter, representing quarter-over-quarter increases of 42% and 37%, respectively ?As of June 30, 2021, over 860 patients have bee

Zogenix, Inc. 2010 Equity Incentive Award Plan

Exhibit 10.1 ZOGENIX, INC. 2010 EQUITY INCENTIVE AWARD PLAN (As Amended and Restated Effective May 27, 2021) ARTICLE 1 PURPOSE The purpose of the Zogenix, Inc. 2010 Equity Incentive Award Plan, as amended and restated (the ?Plan?) is to promote the success and enhance the value of Zogenix, Inc. (the ?Company?) by linking the personal interests of the members of the Board, Employees, and Consultant

Certificate of Amendment of Fifth Amended and Restated Certificate of Incorporation of the registrant

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZOGENIX, INC. Zogenix, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: 1. The Corporation, which was originally known as SJ2 Therapeutics, Inc., originally filed its Certi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 27, 2021 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Zogenix, Inc. 2021 Employment Inducement Equity Incentive Award Plan

Exhibit 10.2 ZOGENIX, INC. 2021 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE AWARD PLAN ARTICLE 1 PURPOSE The purpose of the Zogenix, Inc. 2021 Employment Inducement Equity Incentive Award Plan, as amended and restated (the ?Plan?) is to promote the success and enhance the value of Zogenix, Inc. (the ?Company?) by linking the personal interests of Eligible Individuals to those of Company stockholders an

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGENIX,

Zogenix Provides Corporate Update and Reports First Quarter 2021 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports First Quarter 2021 Financial Results ?Continued positive momentum for U.S. launch of FINTEPLA? (fenfluramine) oral solution in Dravet syndrome, with total net product sales of $12.3 million and total revenue of $13.7 million in the first quarter, representing quarter-over-quarter increases of 53% and 61%, respectively ?As of March 31, 2021

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 6, 2021 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Number)

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant S Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by

- PRE14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF ZOGENIX, INC. All subsidiaries are wholly-owned, directly or indirectly, by Zogenix, Inc. Name of Subsidiary Jurisdiction of Formation Modis Therapeutics, Inc. Delaware Name of Non-U.S. Subsidiary Jurisdiction of Formation Zogenix Europe Limited United Kingdom Zogenix GmbH Germany Zogenix International Limited United Kingdom Zogenix K.K. Japan Zogenix ROI Limited Irela

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ?????????????? FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGENIX IN

Collaboration, Option and License Agreement by and between Tevard Biosciences, Inc. and Zogenix, Inc.

Exhibit 10.24 CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED COLLABORATION, OPTION AND LICENSE AGREEMENT by and between TEVARD BIOSCIENCES, INC. AND ZOGENIX, INC. | TABLE OF CONTENTS ARTICLE 1. DEFINITIONS Section 1.1 Defined Terms Section 1.2 Additional Defi

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 25, 2021 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Zogenix Provides Corporate Update and Reports Fourth Quarter and Full-Year 2020 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Fourth Quarter and Full-Year 2020 Financial Results ?Positive momentum continues for U.S. launch of FINTEPLA? (fenfluramine) oral solution in Dravet syndrome, with total net product sales of $8.1 million in the fourth quarter; total net sales of $9.6 million since launch in July 2020 ?As of December 31, 2020, over 550 Dravet syndrome patie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Zogenix, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities)

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Zogenix, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978L 20 4 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZOGENIX, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZOGENIX, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978L204 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

AGREEMENT

EX-99.1 2 d111594dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 16, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zogenix, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) (CUSIP Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zogenix, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978L204 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Zogenix Inc. Title of Class of Securities: Common Stock CUSIP Number: 98978L204 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

Zogenix Announces Preliminary, Unaudited Fourth Quarter 2020 Net Product Sales

Exhibit 99.1 Zogenix Announces Preliminary, Unaudited Fourth Quarter 2020 Net Product Sales •Total FINTEPLA® preliminary, unaudited net product sales of approximately $8.1 million for the fourth quarter •As of December 31, 2020, 492 healthcare prescribers had completed FINTEPLA Risk Evaluation and Mitigation Strategy (REMS) certification process •As of December 31, 2020, more than 550 patients had

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): January 11, 2021 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Num

Other Events - 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): December 18, 2020 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Entry into a Material Definitive Agreement - 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): December 3, 2020 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Num

Zogenix Provides Corporate Update and Reports Third Quarter 2020 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Third Quarter 2020 Financial Results •FINTEPLA® (fenfluramine) oral solution launched in the U.S. in late July for Dravet syndrome with high enrollment of physicians and patients into the FINTEPLA Risk Evaluation and Mitigation Strategy (REMS) program •More than 300 patients prescribed FINTEPLA and enrolled in the FINTEPLA REMS program in

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): November 9, 2020 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGEN

Other Events - 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): October 16, 2020 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Num

Zogenix, Inc. Announces Closing of Exercise by Initial Purchasers of Option to Purchase an Additional $30.0 Million of 2.75% Convertible Senior Notes Due 2027

EX-99.1 Exhibit 99.1 Zogenix, Inc. Announces Closing of Exercise by Initial Purchasers of Option to Purchase an Additional $30.0 Million of 2.75% Convertible Senior Notes Due 2027 EMERYVILLE, California—(GLOBE NEWSWIRE)—October 5, 2020—Zogenix, Inc. (Nasdaq: ZGNX), a global biopharmaceutical company developing rare disease therapies, today announced that the initial purchasers of the previously an

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 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): October 5, 2020 Zogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of incorporation) (Commission File Numb

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): September 28, 2020 Zogenix, Inc.

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): September 28, 2020 Zogenix, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of incorporation) (Commission File N

Form of Global Note representing the 2.75% Convertible Senior Notes due 2027 (included as Exhibit A to Exhibit 4.3)

EX-4.1 Exhibit 4.1 Execution Version ZOGENIX, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of September 28, 2020 2.75% Convertible Senior Notes due 2027 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 13 Section 1.03. Rules of Construction 13 Article 2. The Notes 14 Section 2.01. Form, Datin

Zogenix, Inc. Prices $200.0 Million Convertible Senior Notes Offering

EX-99.1 Exhibit 99.1 Zogenix, Inc. Prices $200.0 Million Convertible Senior Notes Offering EMERYVILLE, California—(GLOBE NEWSWIRE)—September 23, 2020—Zogenix, Inc. (Nasdaq: ZGNX) today announced the pricing of its offering of $200,000,000 aggregate principal amount of 2.75% convertible senior notes due 2027 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 23, 2020 ZOGENIX, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 23, 2020 ZOGENIX, INC.

Zogenix, Inc. Announces Proposed Convertible Senior Notes Offering

EX-99.1 Exhibit 99.1 Zogenix, Inc. Announces Proposed Convertible Senior Notes Offering EMERYVILLE, California—(GLOBE NEWSWIRE)—September 22, 2020—Zogenix, Inc. (Nasdaq: ZGNX) today announced its intention to offer, subject to market and other conditions, $200,000,000 aggregate principal amount of convertible senior notes due 2027 (the “notes”) in a private offering to qualified institutional buye

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 22, 2020 ZOGENIX, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 22, 2020 ZOGENIX, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 15, 2020 ZOGENIX, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 15, 2020 ZOGENIX, INC.

Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 10, 2020 ZOGENIX, INC.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGENIX, I

Employment Agreement dated April 20, 2020, by and between the Registrant and Shawnte M. Mitchell

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Zogenix, Inc., a Delaware corporation (the “Company”), and Shawnte Mitchell (“Executive”), and shall be effective as of April 20, 2020 (the “Effective Date”). WHEREAS, the Company desires to employ Executive, and Executive desires to accept employment with the Company, on the terms and con

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2020 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Zogenix Provides Corporate Update and Reports Second Quarter 2020 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Second Quarter 2020 Financial Results •FINTEPLA® (fenfluramine) in Dravet syndrome is now FDA approved and commercially launched in the U.S. •More than 230 prescribers have already completed FINTEPLA REMS enrollment and certification •FDA meeting scheduled in September to discuss planned sNDA for FINTEPLA in Lennox-Gastaut syndrome •Held p

Other Events

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): June 25, 2020 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Number

Form S-3

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 12, 2020 Registration No.

Form of Indenture

EX-4.4 EXHIBIT 4.4 Zogenix, Inc. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establishme

Zogenix, Inc. Employee Stock Purchase Plan Stock Purchase Plan

As filed with the Securities and Exchange Commission on May 29, 2020 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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): May 29, 2020 ZOGENIX, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34962 20-5300780 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Zogenix, Inc. Employee Stock Purchase Plan

Exhibit 10.1 ZOGENIX, INC. Employee Stock Purchase Plan (As Amended and Restated Effective May 29, 2020) ARTICLE I PURPOSE The purposes of this Zogenix, Inc. Employee Stock Purchase Plan (the “Plan”) are to assist Eligible Employees of Zogenix, Inc., a Delaware corporation (the “Company”) and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help Eligible E

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGENIX, INC.

Zogenix Provides Corporate Update and Reports First Quarter 2020 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports First Quarter 2020 Financial Results •FDA PDUFA target action date of June 25, 2020, for FINTEPLA® NDA in Dravet syndrome •Plan to meet with FDA in second half of 2020 to discuss planned FINTEPLA Lennox-Gastaut syndrome sNDA •Closed public offering of common stock for net proceeds of $221.7 million; approximately $420 million in cash and m

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 5, 2020 ZOGENIX, INC.

ZGNX / Zogenix, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

Underwriting Agreement, dated March 3, 2020, by and among Zogenix, Inc. and SVB Leerink LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein

EX-1.1 Exhibit 1.1 EXECUTION VERSION ZOGENIX, INC. 8,520,000 Shares Common Stock UNDERWRITING AGREEMENT Dated: March 3, 2020 TABLE OF CONTENTS Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 17 SECTION 3. Covenants of the Company 19 SECTION 4. Payment of Expenses 23 SECTION 5. Conditions of Underwriters’ Obligations 23 SECTION 6. Indemnificati

Zogenix Announces Proposed Public Offering of Common Stock

EX-99.1 Exhibit 99.1 Zogenix Announces Proposed Public Offering of Common Stock EMERYVILLE, CA – March 3, 2020 – Zogenix, Inc. (Nasdaq: ZGNX), a global pharmaceutical company developing rare disease therapies, announced today that it intends to offer and sell, subject to market and other conditions, shares of its common stock in an underwritten public offering. Zogenix also expects to grant to the

Zogenix Prices Public Offering of Common Stock

EX-99.2 Exhibit 99.2 Zogenix Prices Public Offering of Common Stock EMERYVILLE, CA – March 3, 2020 – Zogenix, Inc. (Nasdaq: ZGNX), a global pharmaceutical company developing rare disease therapies, announced today that it has priced an underwritten public offering of 8,520,000 shares of its common stock at a price to the public of $23.50 per share. The gross proceeds to Zogenix from the offering,

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common stock, $0.001 par value 9,798

424B5 Table of Contents FILED PURSUANT TO RULE 424(B)(5) REGISTRATION NO. 333-220759 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common stock, $0.001 par value 9,798,000 $23.50 $230,253,000 $29,886.84 (1) Includes shares of Common

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 3, 2020 ZOGENIX, INC.

SUBJECT TO COMPLETION, DATED MARCH 3, 2020

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-220759 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell

Description of Registered Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Zogenix, Inc. (“Zogenix,” “we,” “our” and “us”) has one class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. Description of Common Stock General The following summary of the terms of our common stock d

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 Zogenix, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 02, 2020 ZOGENIX, INC.

Amendment No. 1 to Exclusive License Agreement by and between the Trustees of Columbia University and Modis Therapeutics, Inc., dated December 5, 2019

***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2. Exhibit 10.23 Amendment No. 1 to Exclusive License Agreement This Amendment to the Exclusive License Agreement (this “Amendment No. 1”) is entered into and effective as of December 5, 2019 (“Amendment No. 1 Effective Date”) by and b

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF ZOGENIX, INC. All subsidiaries are wholly-owned, directly or indirectly, by Zogenix, Inc. Name of Subsidiary Jurisdiction of Formation Modis Therapeutics, Inc. Delaware Name of Non-U.S. Subsidiary Jurisdiction of Formation Zogenix Europe Limited United Kingdom Zogenix GmbH Germany Zogenix International Limited United Kingdom Zogenix ROI Limited Ireland Zogenix S.r.l. I

Form of Stock Option Grant Notice and Stock Option Agreement under the 2010 Equity Incentive Award Plan

Exhibit 10.6 ZOGENIX, INC. 2010 EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Zogenix, Inc., a Delaware corporation (the “Company”), pursuant to its 2010 Equity Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option i

Zogenix Provides Corporate Update and Reports Fourth Quarter
and Full-Year 2019 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Fourth Quarter
and Full-Year 2019 Financial Results •NDA for FINTEPLA® in Dravet syndrome accepted for review by FDA; new PDUFA target action date of June 25, 2020 •Two-year interim analysis of FINTEPLA open-label extension study in Dravet syndrome patients demonstrated a 77% and 83% reduction in median convulsive seizure frequency at one

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 27, 2020 ZOGENIX, INC.

AGREEMENT

EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2020 PERCEPTIVE ADVISORS LLC

ZGNX / Zogenix, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

ZGNX / Zogenix, Inc. / RA Capital Management, LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZOGENIX, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978L204 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

ZGNX / Zogenix, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Zogenix, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978L 20 4 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 13, 2020 ZOGENIX, INC.

ZGNX / Zogenix, Inc. / CADIAN CAPITAL MANAGEMENT, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

ZGNX / Zogenix, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Zogenix Inc Title of Class of Securities: Common Stock CUSIP Number: 98978L204 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 6, 2020 ZOGENIX, INC.

ZGNX / Zogenix, Inc. / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zogenix, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 98978L204 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

ZGNX / Zogenix, Inc. / SCOPIA CAPITAL MANAGEMENT LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 17, 2019 ZOGENIX, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 2, 2019 ZOGENIX, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 25, 2019 ZOGENIX, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 07, 2019 ZOGENIX, INC.

Zogenix Provides Corporate Update and Reports Third Quarter 2019 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Third Quarter 2019 Financial Results •Resubmitted NDA for FINTEPLA® for the treatment of Dravet syndrome •Enrollment completed for FINTEPLA global Phase 3 trial in Lennox Gastaut syndrome; top-line data anticipated in Q1 2020 •Acquired Modis Therapeutics, Inc.; adding MT1621, a proprietary, late-stage investigational therapy for Thymidine

Exclusive License Agreement by and between the Trustees of Columbia University and Modis Therapeutics, Inc. (as successor-in-interest to Meves Pharmaceuticals, LLC), dated September 26, 2016

Exhibit 10.1 CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT AGREEMENT, dated September 26, 2016 (the “Effective Date”), between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGENIX, INC.

Supply Agreement, by and between the Registrant and Penn Pharmaceutical Services Limited, trading as PCI Pharma Services, dated July 17, 2019

Exhibit 10.2 SUPPLY AGREEMENT ON FENFLURAMINE ORAL SOLUTION By and Between Penn Pharmaceutical Services Limited And Zogenix International Limited This SUPPLY AGREEMENT(this “Agreement”) is made effective as of this 17th day of June 2019 (the “Effective Date”), by and between Zogenix International Limited, a wholly owned UK subsidiary of Zogenix Inc., located at Siena Court, Broadway, Maidenhead, B

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 7, 2019 ZOGENIX, INC.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 26, 2019 ZOGENIX, INC.

ZGNX / Zogenix, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Amendment No )* Under the Securities Exchange Act of 1934 Zogenix Inc. (Name of Issuer) Common Shares, $0.001 par value (Title of Class of Securities) 98978L204 (CUSIP Number) September 4, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 10, 2019 ZOGENIX, INC.

CALCULATION OF REGISTRATION FEE Title of Securities Being Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.001 per share 1,595

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-220759 CALCULATION OF REGISTRATION FEE Title of Securities Being Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.001 per share 1,595,025(1) $42.54(2) $67,852,363.50 $8,223.71(3) (1) Payment of the

Zogenix Completes Acquisition of Modis Therapeutics, Inc. Acquisition strengthens Zogenix’s late-stage, rare disease pipeline with the addition of MT1621, a proprietary investigational therapy for Thymidine Kinase 2 deficiency (TK2d)

EX-99.1 Exhibit 99.1 Zogenix Completes Acquisition of Modis Therapeutics, Inc. Acquisition strengthens Zogenix’s late-stage, rare disease pipeline with the addition of MT1621, a proprietary investigational therapy for Thymidine Kinase 2 deficiency (TK2d) Emeryville, Calif., September 8, 2019 (GLOBE NEWSWIRE) – Zogenix, Inc. (NASDAQ: ZGNX), a global pharmaceutical company developing rare disease th

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 6, 2019 ZOGENIX, INC.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 23, 2019 ZOGENIX, INC.

Zogenix Announces Acquisition of Modis Therapeutics, Inc.

EX-99.1 Exhibit 99.1 Zogenix Announces Acquisition of Modis Therapeutics, Inc. • Advances Zogenix’s strategy to provide transformative therapies to patients and families living with serious rare diseases • Adds MT1621, a proprietary, late-stage investigational medicine targeting Thymidine Kinase 2 deficiency (TK2d) that has received FDA Breakthrough Therapy and EMA PRIME designations • Investor co

Advancing Our Mission in Rare Disease Acquisition of Modis Therapeutics Zogenix is a pharmaceutical company dedicated to providing transformative therapeutic solutions to patients and their families living with serious rare diseases

EX-99.2 Acquisition of Modis Therapeutics August 26, 2019 Investor Conference Call Exhibit 99.2 Zogenix cautions you that statements included in this presentation that are not a description of historical facts are forward-looking statements. Words such as "believes," "anticipates," "plans," "expects," "indicates," "will,“ "intends," "potential," "suggests," "assuming," "designed" and similar expre

Agreement and Plan of Merger, dated August 23, 2019, by and among Zogenix, Inc., Xena Merger Sub, Inc., Modis Therapeutics, Inc. and Shareholder Representative Services, LLC, as the shareholders’ representative

EX-2.1 Exhibit 2.1 CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. AGREEMENT AND PLAN OF MERGER BY AND AMONG ZOGENIX, INC. XENA MERGER SUB, INC., MODIS THERAPEUTICS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SHAREHOLDERS’ REPRESENTATIVE DATED AS OF

ZGNX / Zogenix, Inc. S-8 - - S-8

As filed with the Securities and Exchange Commission on August 6, 2019 Registration No.

Zogenix Provides Corporate Update and Reports Second Quarter 2019 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Second Quarter 2019 Financial Results • Agreement reached with U.S. FDA for resubmission of NDA for FINTEPLA® for the treatment of Dravet syndrome; resubmission expected in September • Enrollment complete for FINTEPLA global Phase 3 trial in Lennox Gastaut syndrome; top-line data anticipated in Q1 2020 • Strengthened intellectual property

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 6, 2019 ZOGENIX, INC.

Certificate of Amendment of Fifth Amended and Restated Certificate of Incorporation of the Registrant

Exhibit 3.4 CERTIFICATE OF AMENDMENT OF FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZOGENIX, INC. Zogenix, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The Corporation, which was originally known as SJ2 Therapeutics, Inc., originally filed its Certifica

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGENIX, INC.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 17, 2019 ZOGENIX, INC.

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 27, 2019 ZOGENIX, INC.

2010 Equity Incentive Award Plan, as amended through May 22, 2019

Exhibit 10.1 ZOGENIX, INC. 2010 EQUITY INCENTIVE AWARD PLAN (As Amended and Restated Effective May 22, 2019) ARTICLE 1 PURPOSE The purpose of the Zogenix, Inc. 2010 Equity Incentive Award Plan, as amended and restated (the “Plan”) is to promote the success and enhance the value of Zogenix, Inc. (the “Company”) by linking the personal interests of the members of the Board, Employees, and Consultant

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 22, 2019 ZOGENIX, INC.

ZGNX / Zogenix, Inc. DEFA14A DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Distributorship Agreement dated March 18, 2019 by and between the Registrant and Nippon Shinyaku Company, Ltd.

Exhibit 10.2 CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. Zogenix Inc. and Nippon Shinyaku Company Ltd. Distributorship Agreement US-DOCS\105216871.19 Table of Contents Article 1. Definitions Article 2. Grant of Rights 2.1 Grant of Rights to Distributor 2.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 ZOGENIX, INC.

Manufacturing and Supply Agreement dated January 31, 2019 by and between Zogenix International Limited and Aptuit (Oxford) Limited

Exhibit 10.1 CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. MASTER SUPPLY AGREEMENT By and Between Aptuit (Oxford) Limited And Zogenix International Limited This MASTER SUPPLY AGREEMENT(this “Agreement”) is made effective as of this 31st day of January 2019

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 8, 2019 ZOGENIX, INC.

Zogenix Provides Corporate Update and Reports First Quarter 2019 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports First Quarter 2019 Financial Results • Type A meeting with U.S. FDA to discuss FINTEPLA® Dravet syndrome NDA expected by early June • FINTEPLA Dravet syndrome MAA accepted for review by EMA • Exclusive distribution agreement for FINTEPLA in Japan signed with Nippon Shinyaku EMERYVILLE, California, May 8, 2019—Zogenix, Inc. (NASDAQ: ZGNX),

ZGNX / Zogenix, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt

Schedule 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 8, 2019 ZOGENIX, INC.

ZGNX / Zogenix, Inc. PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 25, 2019 ZOGENIX, INC.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 18, 2019 ZOGENIX, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 28, 2019 ZOGENIX, INC.

Zogenix Provides Corporate Update and Reports Fourth Quarter and Full-Year 2018 Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Fourth Quarter and Full-Year 2018 Financial Results • Completed rolling submission of an NDA to the U.S. FDA and an MAA to the EMA for FINTEPLA® for the treatment of seizures associated with Dravet syndrome in February 2019 ◦ EMA has accepted MAA for review; outcome of the MAA review by the EMA expected in Q1 2020 ◦ Notice regarding FDA ac

Lease Agreement, dated October 1, 2018, by and between the Registrant and Emery Station West, LLC

Exhibit 10.21 LEASE BETWEEN EMERY STATION WEST, LLC (LANDLORD) AND ZOGENIX, INC. (TENANT) EmeryStation West Emeryville, California ARTICLE 1 BASIC LEASE PROVISIONS 1.1 BASIC LEASE PROVISIONS In the event of any conflict between these Basic Lease Provisions and any other Lease provision, such other Lease provision shall control. (1) BUILDING AND ADDRESS: 5959 Horton Street Emeryville, California 94

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 Zogenix, Inc.

Lease Termination Agreement, dated October 1, 2018, by and between the Registrant and Emery Station Joint Venture, LLC

Exhibit 10.19 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of October 1, 2018 (the “Effective Date”), by and between Emery Station Joint Venture, LLC, a California limited liability company (“Landlord”) and Zogenix, Inc., a Delaware corporation (“Tenant”), with reference to the following facts: A.Landlord and Tenant are parties to t

ZGNX / Zogenix, Inc. / RA Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zogenix, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978L204 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

ZGNX / Zogenix, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Zogenix, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 98978L 20 4 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

ZGNX / Zogenix, Inc. / CADIAN CAPITAL MANAGEMENT, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 6, 2019 ZOGENIX, INC.

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 6, 2019 ZOGENIX, INC.

ZGNX / Zogenix, Inc. / SCOPIA CAPITAL MANAGEMENT LP - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 3, 2018 ZOGENIX, INC.

Zogenix Provides Corporate Update and Reports Third Quarter Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Third Quarter Financial Results • Reported positive top-line results from second pivotal Phase 3 trial of FINTEPLA® (ZX008) in patients with Dravet syndrome, Study 1504 • Initiated rolling NDA submission to FDA for FINTEPLA • Continued to advance enrollment of global Phase 3 trial of FINTEPLA for treatment of Lennox-Gastaut syndrome, Study

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 8, 2018 ZOGENIX, INC.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 Zogenix, Inc.

Employment Agreement dated July 2, 2018, by and between the Registrant and Ashish Sagrolikar

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Zogenix, Inc., a Delaware corporation (the “Company”), and Ashish Sagrolikar (“Executive”), and shall be effective as of July 2, 2018 (the “Effective Date”). WHEREAS, the Company desires to employ Executive, and Executive desires to accept employment with the Company, on the terms and cond

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 1, 2018 ZOGENIX, INC.

ZGNX / Zogenix, Inc. / SCOPIA CAPITAL MANAGEMENT LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 7, 2018 ZOGENIX, INC.

Zogenix Announces Proposed Public Offering of 6,000,000 Shares of Common Stock

EX-99.1 Exhibit 99.1 Zogenix Announces Proposed Public Offering of 6,000,000 Shares of Common Stock EMERYVILLE, CA – August 6, 2018 — Zogenix, Inc. (Nasdaq:ZGNX), a pharmaceutical company developing therapies for the treatment of orphan and central nervous system (CNS) disorders, announced today that it intends to offer and sell, subject to market and other conditions, 6,000,000 shares of its comm

Zogenix Prices Public Offering of Common Stock

EX-99.2 Exhibit 99.2 Zogenix Prices Public Offering of Common Stock EMERYVILLE, CA – August 7, 2018 — Zogenix, Inc. (Nasdaq:ZGNX), a pharmaceutical company developing therapies for the treatment of orphan and central nervous system (CNS) disorders, announced today that it has priced an underwritten public offering of 6,000,000 shares of its common stock at a price to the public of $52.00 per share

Underwriting Agreement, dated August 7, 2018, by and between Zogenix, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Leerink Partners LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein

EX-1.1 Exhibit 1.1 EXECUTION VERSION ZOGENIX, INC. 6,000,000 Shares Common Stock UNDERWRITING AGREEMENT Dated: August 7, 2018 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 17 SECTION 3. Covenants of the Company 18 SECTION 4. Payment of Expenses 23 SECTION 5. Conditions of Underwriters’ Obligations 23 SECTION 6. Indemnificat

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common stock, $0.01 par value 6,900,

424B5 Table of Contents FILED PURSUANT TO RULE 424(B)(5) REGISTRATION NO. 333-220759 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common stock, $0.01 par value 6,900,000 $52.00 $358,800,000 $44,670.60 (1) Includes shares of Common

SUBJECT TO COMPLETION, DATED AUGUST 6, 2018

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-220759 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell

Zogenix Provides Corporate Update and Reports Second Quarter Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports Second Quarter Financial Results • Reported positive top-line results from second pivotal Phase 3 trial of ZX008 in patients with Dravet syndrome, Study 1504 • Submission of U.S. and EU regulatory filings for ZX008 in Dravet syndrome anticipated by year-end 2018 • Actively enrolling global Phase 3 trial of ZX008 for treatment of Lennox-Gas

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 6, 2018 ZOGENIX, INC.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34962 Zogenix, Inc.

Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 12, 2018 ZOGENIX, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 2, 2018 ZOGENIX, INC.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 23, 2018 ZOGENIX, INC.

ZGNX / Zogenix, Inc. S-8

S-8 As filed with the Securities and Exchange Commission on May 9, 2018 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 9, 2018 ZOGENIX, INC.

Zogenix Provides Corporate Update and Reports First Quarter Financial Results

Exhibit 99.1 Zogenix Provides Corporate Update and Reports First Quarter Financial Results • Following receipt of Breakthrough Therapy Designation, conducted successful Type B meeting with FDA confirming adequacy of Phase 3 program for ZX008 NDA in Dravet syndrome • Study 1504 fully enrolled with 87 randomized patients; top-line results expected late June/early July • On-track to submit U.S. and E