Dermira, Inc. (NASDAQ:DERM) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On May16, 2017, Dermira, Inc. (Dermira)
completed its previously announced sale of $287.5million
aggregate principal amount of 3.00% Convertible Senior Notes due
2022 (the Notes), in a private
placement in reliance on Section 4(a)(2) of the Securities Act of
1933, as amended (the Securities Act),
to qualified institutional buyers to Rule 144A promulgated under
the Securities Act.
The Notes were issued to an Indenture, dated as of May16, 2017
(the Indenture), between Dermira and
U.S. Bank National Association, as trustee (U.S.
Bank). The Notes are senior, unsecured obligations
of Dermira. The Notes will bear interest at a rate of 3.00% per
year, payable in cash semi-annually in arrears on May15 and
November15 of each year, beginning on November15, 2017. The Notes
mature on May15, 2022, unless earlier converted or repurchased in
accordance with their terms.
Dermira may not redeem the Notes prior to the maturity date, and
no sinking fund is provided for the Notes.
The Indenture includes customary terms and covenants, including
certain events of default after which the Notes may be due and
payable immediately. The following events are considered events
of default, which may result in acceleration of the maturity of
the Notes:
| 1. |
failure by Dermira to pay the interest on any Note when the Note becomes due and payable and the failure continues for a period of 30 days; |
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| 2. |
failure by Dermira to pay the principal of any Note when due and payable at its stated maturity, upon any required repurchase, upon declaration of acceleration or otherwise; |
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| 3. |
failure by Dermira to convert the Notes in accordance with the Indenture upon exercise of a holders conversion right for a period of five business days; |
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| 4. |
failure by Dermira to give a fundamental change repurchase right notice at the time and in the manner provided in the Indenture; |
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| 5. |
failure by Dermira to comply with its obligations under the Indenture with respect to a consolidation, merger or sale of assets of Dermira; |
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| 6. |
failure by Dermira to perform any of the agreements contained in the Notes or the Indenture and such failure continues for 60 days after notice given in accordance with the Indenture; |
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| 7. |
failure to pay principal or interest when due at final maturity, upon required repurchase or upon acceleration of any indebtedness for money borrowed by Dermira or any of its significant subsidiaries (as defined in the Indenture) in an aggregate outstanding principal amount in excess of $15million, which indebtedness is not discharged, or which acceleration is not cured or rescinded, within 30 days after written notice as provided in the Indenture; |
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| 8. |
certain events of bankruptcy, insolvency or reorganization of Dermira or any of its significant subsidiaries occurs; or |
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| 9. |
failure by Dermira or any of its subsidiaries to pay one or more final and non-appealable judgments entered by a court or courts of competent jurisdiction, the aggregate uninsured or unbonded portion of which is in excess of $15million, if the judgments are not paid, discharged or stayed within 60 days. |
The Notes are convertible into shares of Dermiras common stock,
par value $0.001 per share (common
stock), at an initial conversion rate of 28.2079
shares of common stock per $1,000 principal amount of the Notes,
which is equivalent to an initial conversion price of
approximately $35.45 per share of common stock. The conversion
rate and the corresponding conversion price will be subject to
adjustment upon the occurrence of certain events, but will not be
adjusted for any accrued and unpaid interest.
Holders of the Notes who convert their Notes in connection with a
make-whole fundamental change (as defined in the Indenture) are,
under certain circumstances, entitled to an increase in the
conversion rate.
Additionally, in the event of a fundamental change, holders of
the Notes may require Dermira to repurchase all or a portion of
their Notes at a price equal to 50% of the principal amount of
Notes, plus any accrued and unpaid interest, including any
additional interest to, but excluding, the repurchase date.
Holders of the Notes may convert all or a portion of their Notes
at their option at any time prior to the close of business on the
business day immediately prior to May15, 2022, in multiples of
$1,000 principal amount.
A copy of the Indenture is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The description of the Notes
contained in this Form 8-K does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Indenture.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration |
The information set forth in Item 1.01 above is incorporated by
reference into this Item 2.03.
| Item3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 above is incorporated
by reference into this Item 3.02.
| Item8.01 | Other Events. |
On May 16, 2017, Dermira issued a press release announcing the
closing of the offering of the Notes. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 4.1 |
Indenture, dated as of May16, 2017, between Dermira, Inc. and U.S. Bank National Association (including the form of 3.00% Convertible Senior Notes due 2022). |
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| 99.1 |
Press release dated May 16, 2017 announcing the closing of the offering of the Notes. |
About Dermira, Inc. (NASDAQ:DERM)
Dermira, Inc. is a biopharmaceutical company. The Company is focused on identifying, developing and commercializing differentiated therapies for dermatologic diseases. The Company’s portfolio includes three late-stage product candidates that target unmet needs and market opportunities, such as Cimzia (certolizumab pegol), DRM04 and DRM01. Cimzia is an injectable biologic tumor necrosis factor-alpha inhibitor, or TNF inhibitor, that is approved and marketed for the treatment of numerous inflammatory diseases spanning multiple medical specialties, including rheumatoid arthritis, psoriatic arthritis, ankylosing spondylitis and Crohn’s disease. DRM04 is a topical, small-molecule anticholinergic product for the treatment of hyperhidrosis. DRM01 is a topical, small-molecule sebum inhibitor for the treatment of acne. Dermira, Inc. (NASDAQ:DERM) Recent Trading Information
Dermira, Inc. (NASDAQ:DERM) closed its last trading session up +1.22 at 28.44 with 667,053 shares trading hands.
