ACHAOGEN, INC. (NASDAQ:AKAO) Files An 8-K Other Events
Item 8.01 Other Events.
On May 24, 2017, Achaogen, Inc. (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with Leerink
Partners LLC, Cowen and Company, LLC and Stifel, Nicolaus
Company, Incorporated, as representatives (the Representatives)
of the several underwriters named therein (collectively, the
Underwriters), to which the Company agreed to issue and sell
5,000,000 shares (the Shares) of its common stock, par value
$0.001 per share (Common Stock), to the Underwriters (the
Offering). The Shares were sold at a public offering price of
$22.50 per Share, and were purchased by the Underwriters from the
Company at a price of $21.15 per Share. Under the terms of the
Underwriting Agreement, the Company granted the Underwriters the
option, for 30 days, to purchase up to 750,000 additional shares
of Common Stock at the public offering price.
The Offering was made under a prospectus supplement and related
prospectus filed with the Securities and Exchange Commission to
the Companys effective shelf registration statement on Form S-3
(Registration No. 333-217787).
On May 31, 2017, the Offering closed and the Company completed
the sale and issuance of an aggregate of 5,000,000 shares of
Common Stock. The Company received net proceeds from the Offering
of approximately $105.4 million, after deducting the Underwriters
discounts and commissions and estimated offering expenses payable
by the Company. As of March 31, 2017, the Company had cash, cash
equivalents and short-term investments of approximately $132.0
million and, after giving effect to the issuance and sale of
shares of Common Stock in the Offering, had approximately $237.4
million in cash, cash equivalents and short-term investments.
to the Underwriting Agreement, the Company agreed to indemnify
the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to
contribute to payments that the Underwriters may be required to
make because of such liabilities. The Company and the Companys
directors and executive officers (and certain of their affiliated
stockholders) also agreed not to sell or transfer any Common
Stock for 60 days after May 24, 2017 without first obtaining the
written consent of the Representatives on behalf of the
Underwriters, subject to certain exceptions as described in the
prospectus supplement.
A copy of the Underwriting Agreement is attached as Exhibit 1.1
hereto and is incorporated herein by reference. The foregoing
descriptions of the Underwriting Agreement and lock-up
arrangements do not purport to be complete and are qualified in
their entirety by reference to such exhibit.
A copy of the opinion of Latham Watkins LLP relating to the
validity of the securities issued in the Offering is filed
herewith as Exhibit 5.1.
|
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
1.1 |
Underwriting Agreement, dated as of May 24, 2017, among |
|
5.1 |
Opinion of Latham Watkins LLP. |
|
23.1 |
Consent of Latham Watkins LLP (included in Exhibit 5.1). |
About ACHAOGEN, INC. (NASDAQ:AKAO)
Achaogen, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery, development and commercialization of antibacterials to treat multi-drug resistant (MDR) gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant enterobacteriaceae (CRE). Plazomicin is an aminoglycoside designed to overcome clinically relevant aminoglycoside resistance mechanisms. In addition, its research and development pipeline includes two programs that specifically target Pseudomonas aeruginosa or Acinetobacter baumannii infections: a program to discover and develop small molecule inhibitors of LpxC, which is an enzyme essential for the synthesis of the outer membrane of gram-negative bacteria, and a therapeutic antibody program. Its development plan for plazomicin includes over two Phase III clinical trials. ACHAOGEN, INC. (NASDAQ:AKAO) Recent Trading Information
ACHAOGEN, INC. (NASDAQ:AKAO) closed its last trading session down -0.06 at 20.18 with 1,412,515 shares trading hands.