Dynavax Technologies Corporation (NASDAQ:DVAX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

On August9, 2017, Dynavax Technologies Corporation (the “Company”, “Dynavax” or “we”) entered into an underwriting agreement (“Underwriting Agreement”) with Cowen and Company, LLC, RBC Capital Markets, LLC and William Blair& Company, L.L.C., as representatives of the underwriters named therein (the “Underwriters”) relating to the issuance and sale of 5,000,000 shares of our common stock, at a price to the public of $15.00 per share. to the Underwriting Agreement, the Underwriters have agreed to purchase the shares from us at a price of $14.10 per share. The net proceeds to us from this offering are expected to be approximately $70.25million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The sale of shares of common stock is expected to close on or about August15, 2017, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, we have granted the Underwriters an option, exercisable for 30 days from the date of the Underwriting Agreement, to purchase up to an additional 750,000 shares of our common stock to cover over-allotments, if any.

The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of Dynavax and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The offering is being made to the Company’s effective shelf registration statement on Form S-3ASR (Registration Statement No.333-219781) and the related prospectus supplement.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report, and 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 opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in these offerings is attached as Exhibit 5.1 hereto.

Consistent with Dynavax’s previously disclosed expectations, the U.S. Food and Drug Administration (the “FDA”) notified the Company on August 9, 2017 that its response to the FDA’s request for additional information regarding Dynavax’s proposed post-marketing study for HEPLISAV-B is considered a Major Amendment to the Company’s Biologics License Application and that the HEPLISAV-B Prescription Drug User Fee Act date has been extended by three months to November 9, 2017.

(d) Exhibits. The following exhibits are filed herewith:

DYNAVAX TECHNOLOGIES CORP Exhibit
EX-1.1 2 d430663dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION COPY 5,…
To view the full exhibit click here

About Dynavax Technologies Corporation (NASDAQ:DVAX)

Dynavax Technologies Corporation (Dynavax) is a clinical-stage biopharmaceutical company. The Company uses toll-like receptor (TLR) biology to discover and develop vaccines and therapeutics. Its development programs are focused on vaccines and cancer immunotherapy. The Company’s lead vaccine product candidate is HEPLISAV-B, an investigational adult hepatitis B vaccine, which combines its TLR9 agonist adjuvant and recombinant hepatitis B surface antigen (rHBsAg). Its lead cancer immunotherapy candidate is SD-101, a C Class CpG TLR9 agonist is selected for characteristics optimal for treatment of cancer, including high interferon induction. Its SD-101 clinical program is intended to assess the preliminary efficacy of SD-101 in a range of tumors and in combination with a range of treatments. Its advanced inflammatory disease candidate is AZD1419. Its pipeline of product candidates for cancer immunotherapy includes DV281 and CpG-Nanoparticles, which are in the preclinical stage.