Edge Therapeutics, Inc. (NASDAQ:EDGE) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01.
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Entry Into a Material Definitive Agreement.
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On April 19, 2017, Edge Therapeutics, Inc. (the Company) entered
into a Subscription Agreement (the Subscription Agreement) with
certain investors providing for the issuance and sale by the
Company of 1,800,000 shares of the Companys common stock, par
value $0.00033 per share (the Shares), in a registered direct
offering (the Offering). The Shares were offered at a price of
$10.00 per Share. The closing of the Offering is expected to
occur on April 21, 2017.
into a Subscription Agreement (the Subscription Agreement) with
certain investors providing for the issuance and sale by the
Company of 1,800,000 shares of the Companys common stock, par
value $0.00033 per share (the Shares), in a registered direct
offering (the Offering). The Shares were offered at a price of
$10.00 per Share. The closing of the Offering is expected to
occur on April 21, 2017.
The Company received gross proceeds from the Offering of $18
million and the net proceeds are $17.4 million, after deducting
offering expenses, including the finders fee payable to Maxim
Group LLC. The Company intends to use the net proceeds from the
Offering to advance pre-commercial activities for EG-1962
(currently in a registration study for the treatment of
aneurysmal subarachnoid hemorrhage), to expand its product
portfolio and for general corporate purposes.
million and the net proceeds are $17.4 million, after deducting
offering expenses, including the finders fee payable to Maxim
Group LLC. The Company intends to use the net proceeds from the
Offering to advance pre-commercial activities for EG-1962
(currently in a registration study for the treatment of
aneurysmal subarachnoid hemorrhage), to expand its product
portfolio and for general corporate purposes.
The Shares were offered by the Company to a shelf registration
statement on Form S-3 (File No. 333-214196), which was declared
effective by the Securities and Exchange Commission (the SEC) on
November 2, 2016. The Shares may be offered only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A prospectus supplement
relating to the Offering was filed with the SEC and is available
on the SECs website at http://www.sec.gov.
statement on Form S-3 (File No. 333-214196), which was declared
effective by the Securities and Exchange Commission (the SEC) on
November 2, 2016. The Shares may be offered only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A prospectus supplement
relating to the Offering was filed with the SEC and is available
on the SECs website at http://www.sec.gov.
Attached as Exhibit 5.1 to this Current Report is the opinion of
Dechert LLP relating to the legality of the issuance and sale of
the Shares.
Dechert LLP relating to the legality of the issuance and sale of
the Shares.
The Subscription Agreement contains customary representations,
warranties and covenants by the Company and the investors
including representations and warranties that the respective
parties made to, and solely for the benefit of, the other parties
thereto in the context of all of the terms and conditions of that
agreement and in the context of the specific relationship between
the parties. The provisions of the Subscription Agreement,
including the representations and warranties contained therein,
are not for the benefit of any party other than the parties to
the Subscription Agreement or as stated therein and is not
intended as a document for investors and the public to obtain
factual information about the current state of affairs of the
parties to those documents and agreements. Rather, investors and
the public should look to other disclosures contained in the
Companys filings with the SEC. The foregoing summary of the
Subscription Agreement does not purport to be complete and is
qualified in its entirety by reference to the Subscription
Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report.
warranties and covenants by the Company and the investors
including representations and warranties that the respective
parties made to, and solely for the benefit of, the other parties
thereto in the context of all of the terms and conditions of that
agreement and in the context of the specific relationship between
the parties. The provisions of the Subscription Agreement,
including the representations and warranties contained therein,
are not for the benefit of any party other than the parties to
the Subscription Agreement or as stated therein and is not
intended as a document for investors and the public to obtain
factual information about the current state of affairs of the
parties to those documents and agreements. Rather, investors and
the public should look to other disclosures contained in the
Companys filings with the SEC. The foregoing summary of the
Subscription Agreement does not purport to be complete and is
qualified in its entirety by reference to the Subscription
Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report.
This Current Report does not constitute an offer to sell the
Shares or a solicitation of an offer to buy these Shares, nor
shall there be any sale of these Shares in any state or
jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Shares or a solicitation of an offer to buy these Shares, nor
shall there be any sale of these Shares in any state or
jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
This Current Report contains forward-looking statements that
involve risks and uncertainties, such as statements related to
the anticipated closing of the Offering and the amount and use of
net proceeds expected from the Offering. The risks and
uncertainties involved include the Companys ability to satisfy
certain conditions to closing on a timely basis or at all, as
well as other risks detailed from time to time in the Companys
SEC filings.
involve risks and uncertainties, such as statements related to
the anticipated closing of the Offering and the amount and use of
net proceeds expected from the Offering. The risks and
uncertainties involved include the Companys ability to satisfy
certain conditions to closing on a timely basis or at all, as
well as other risks detailed from time to time in the Companys
SEC filings.
| ITEM 7.01. |
Regulation FD Disclosure.
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On April 19, 2017, the Company issued a press release related to
the Offering. A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report and incorporated herein by
reference. The information in this Current Report on Form 8-K
under Item 7.01, including the information contained in Exhibit
99.1 is being furnished to the Securities and Exchange
Commission, and shall not be deemed to be filed for the 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, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by a specific reference in such filing.
the Offering. A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report and incorporated herein by
reference. The information in this Current Report on Form 8-K
under Item 7.01, including the information contained in Exhibit
99.1 is being furnished to the Securities and Exchange
Commission, and shall not be deemed to be filed for the 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, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by a specific reference in such filing.
Forward Looking Statements
Statements contained in this Current Report on Form 8-K regarding
matters that are not historical facts are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements may involve risk
and uncertainties, such as statements related to the anticipated
closing of the Offering and the amount of proceeds expected from
the Offering. The risks and uncertainties involved include the
Companys ability to satisfy certain conditions to closing on a
timely basis or at all, as well as other risks detailed from time
to time in the Companys Securities and Exchange Commission
filings, including in its annual filing on Form 10-K filed with
the SEC on March 2, 2017 and the final prospectus supplement to
be filed with the SEC.
matters that are not historical facts are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements may involve risk
and uncertainties, such as statements related to the anticipated
closing of the Offering and the amount of proceeds expected from
the Offering. The risks and uncertainties involved include the
Companys ability to satisfy certain conditions to closing on a
timely basis or at all, as well as other risks detailed from time
to time in the Companys Securities and Exchange Commission
filings, including in its annual filing on Form 10-K filed with
the SEC on March 2, 2017 and the final prospectus supplement to
be filed with the SEC.
| ITEM 9.01. |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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5.1
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Opinion of Dechert LLP
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10.1
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Form of Subscription Agreement dated April 19, 2017,
between Edge Therapeutics, Inc. and certain investors |
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23.1
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Consent of Dechert LLP (included in Exhibit 5.1)
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99.1
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Press Release, dated April 19, 2017
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About Edge Therapeutics, Inc. (NASDAQ:EDGE)
Edge Therapeutics, Inc. is a clinical-stage biotechnology company that discovers, develops and seeks to commercialize, hospital-based therapies capable of transforming treatment paradigms in the management of life-threatening neurological and other conditions. Edge is evaluating EG-1962, its lead product candidate, in the Phase 3 NEWTON 2 study in adult patients with aneurysmal subarachnoid hemorrhage (aSAH). This study will evaluate EG-1962’s ability to improve patient outcomes versus standard of care oral nimodipine after an aSAH resulting from a ruptured brain aneurysm. Edge’s product candidates utilize Precisa, a platform with a approach that seeks to enable targeted and sustained drug exposure at the site of injury, while potentially avoiding off-target side effects associated with systemic delivery. Edge is also using its Precisa development platform to develop additional product candidates targeting other acute, serious conditions where limited or no current therapies exist. Edge Therapeutics, Inc. (NASDAQ:EDGE) Recent Trading Information
Edge Therapeutics, Inc. (NASDAQ:EDGE) closed its last trading session down -0.01 at 8.81 with 41,371 shares trading hands.
