Tetraphase Pharmaceuticals, Inc. (NASDAQ:TTPH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
On July27, 2017, Tetraphase Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Jaffray& Co. and BMO Capital Markets Corp., as representatives of the several underwriters (collectively, the “Underwriters”), relating to an underwritten public offering of 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). All of the Shares are being sold by the Company. The offering price of the Shares to the public was $6.50 per share, and the Underwriters have agreed to purchase the Shares from the Company to the Underwriting Agreement at a price of $6.11 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,500,000 shares of Common Stock at the same price per share as the Shares. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $60.9million (or approximately $70.1million if the Underwriters exercise in full their option to purchase additional shares of common stock).
The Shares will be issued to a prospectus supplement dated July27, 2017 and an accompanying base prospectus dated July5, 2017 that form a part of the registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (“SEC”) on June16, 2017 (File No.333-218816). The closing of the offering is expected to take place on or about August2, 2017, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares is attached as Exhibit 5.1 hereto.
Item 1.01 Results of Operations and Financial Condition.
On July27, 2017, in a preliminary prospectus supplement filed with the SEC, the Company disclosed that its cash and cash equivalents as of June30, 2017 was approximately $118.2million.
The information contained in this Item 1.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 1.01 Other Events.
The full text of the press release announcing the pricing of the underwritten public offering on July27, 2017 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits
The Exhibits to this Current Report on Form 8-K are listed in the Exhibit Index attached hereto.
TETRAPHASE PHARMACEUTICALS INC ExhibitEX-1.1 2 d431936dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 10,…To view the full exhibit click here
About Tetraphase Pharmaceuticals, Inc. (NASDAQ:TTPH)
Tetraphase Pharmaceuticals, Inc. (Tetraphase) is a clinical-stage biopharmaceutical company. The Company uses its chemistry technology to create antibiotics for multidrug-resistant infections. It is developing its lead product candidate, eravacycline, a fully synthetic tetracycline derivative, as a spectrum intravenous (IV) and oral antibiotic for use as a first-line empiric monotherapy for the treatment of multidrug-resistant infections. It has developed eravacycline using its chemistry technology. The Company’s TP-271 is a fully synthetic spectrum preclinical compound that the Company developed for respiratory diseases caused by bacterial biothreat pathogens. The Company created TP-271 using its chemistry technology. In its development program for TP-271, the Company has conducted a number of in vitro, toxicology and animal studies to evaluate the efficacy of TP-271 against biothreat pathogens. It also develops TP-6076 for multidrug-resistant Gram- negative infections.
