ACELRX PHARMACEUTICALS, INC. (NASDAQ:ACRX) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition
On July 23, 2020, the Company updated the Corporate Presentation on its website at www.acelrx.com in the Presentations subsection of the Investors tab. The updates included, among other things, that the Company expects to report total revenues of $2.9 million, of which approximately $2.6 million relates to the recognition of revenue related to the Company’s Zalviso® agreement with Grünenthal that was previously deferred, and operating expense (SG&A and R&D) of $8.5 million (including $1.2 million of non-cash stock-based compensation) for the second quarter of 2020, and had $43.7 million in cash, cash equivalents and short-term investments as of June 30, 2020 (the “Earnings Estimate”). A copy of the Earnings Estimate is filed as Exhibit 99.2 hereto and incorporated herein by reference.
The Company has not yet completed its financial close process for the quarter ended June 30, 2020 and these estimates for total revenues and cash, cash equivalents and short-term investments are based on preliminary estimates of the Company’s financial results that it expects to report for the applicable periods. These estimates are subject to change upon completion of the Company’s financial closing procedures. The Company’s independent registered public accounting firm, OUM & Co. LLP, has not audited, reviewed, or compiled these estimates and, accordingly, does not express an opinion on, or provided any other form of assurance with respect to, these preliminary estimates. These estimates are not a comprehensive statement of the Company’s financial results for the quarter ended June 30, 2020 and its actual results may differ materially from these estimates as a result of the completion of the Company’s financial closing procedures, final adjustments and other developments arising between now and the time that our financial results for this period are finalized.
Item 8.01 Other Events
Securities Purchase Agreement
On July 22, 2020, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with funds affiliated with two leading life sciences investors—Armistice Capital and Rock Springs Capital (the “Purchasers”), relating to the issuance and sale (the “Offering”) of 9,433,962 shares of its common stock, par value $0.001 per share (“Common Stock”).
The offering price for the securities is $1.06 per share. The aggregate gross proceeds to the Company from this offering are expected to be approximately $10 million. No underwriter or placement agent participated in the offering.
The offering is being made to an effective registration statement on Form S-3 (Registration Statement No. 333-239156), as previously filed with the Securities and Exchange Commission (the “SEC”), and a related prospectus.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchasers. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of a specific date, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.
The Purchase Agreement is filed as Exhibit 10.1 and the description of the terms of the Purchase Agreement 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 shares of Common Stock is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits
ACELRX PHARMACEUTICALS INC Exhibit
EX-5.1 2 ex_194836.htm EXHIBIT 5.1 ex_194836.htm Exhibit 5.1 Robert W. Phillips +1 415 693 2020 rphillips@cooley.com July 23,…
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About ACELRX PHARMACEUTICALS, INC. (NASDAQ:ACRX)
AcelRx Pharmaceuticals, Inc. is a pharmaceutical company focused on the development and commercialization of therapies for the treatment of moderate-to-severe acute pain. The Company operates through the segment, which includes development and commercialization of product candidates for the treatment of pain. Its lead product candidates include ARX-04, Zalviso, which utilize sublingual sufentanil, delivered through a non-invasive route of administration, and ARX-03. ARX-04 is meant for the treatment of moderate-to-severe acute pain to be administered by a healthcare professional to a patient in medically supervised settings. Zalviso is meant for the management of moderate-to-severe acute pain in hospitalized adult patients. ARX-03 provides mild sedation, anxiety reduction and pain relief for patients undergoing painful procedures in a physician’s office. It also includes ARX-02, which is meant for the treatment of patients who suffer from breakthrough pain (BTP) due to cancer.