Aerie Pharmaceuticals, Inc. (NASDAQ:AERI) Files An 8-K Entry into a Material Definitive Agreement

Aerie Pharmaceuticals, Inc. (NASDAQ:AERI) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.

Entry into Material Definitive Agreement.

On May25, 2017, Aerie Pharmaceuticals, Inc. (the Company) entered
into an underwriting agreement with Cantor Fitzgerald Co.
(Cantor), relating to the registered public offering (the
Offering) of 1,395,349 shares of the Companys common stock, par
value $0.001 per share, at a price to the public of $53.75 per
share. The Offering closed on June1, 2017 and the Company
received net proceeds, after deducting underwriting discounts and
commissions and other offering expenses payable by the Company,
of approximately $72.4million. The Offering was made to the
Companys registration statement on Form S-3 (File No.333-213643)
which became effective upon its filing on September15, 2016.

The underwriting agreement includes customary representations,
warranties and covenants by the Company. It also provides for
customary indemnification of Cantor by the Company for certain
liabilities, including liabilities under the Securities Act of
1933, as amended.

The foregoing description of the underwriting agreement does not
purport to be complete and is qualified by reference to such
agreement, a copy of which is filed as Exhibit 1.1 to this report
and is incorporated herein by reference.

The Company entered into a sales agreement with Cantor on May25,
2017, under which it sold 906,858 shares of its common stock with
an aggregate sales price of $50.0million through Cantor, acting
as its sales agent. Accordingly, the Company paid customary fees
and commissions for these transactions.

A copy of the opinion of Fried, Frank, Harris, Shriver Jacobson
LLP relating to the validity of the issuance and sale of shares
of the Companys common stock to the underwriting agreement is
also filed herewith as Exhibit 5.1. The underwriting agreement
and the opinion filed herewith are incorporated by reference into
the above referenced registration statement on Form S-3.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits relating to Item 1.01 are filed herewith:

1.1 Underwriting Agreement, dated May25, 2017, by and between
Aerie Pharmaceuticals, Inc. and Cantor Fitzgerald Co.
5.1 Opinion of Fried, Frank, Harris, Shriver Jacobson LLP.
23.1 Consent of Fried, Frank, Harris, Shriver Jacobson LLP
(included in Exhibit 5.1).


About Aerie Pharmaceuticals, Inc. (NASDAQ:AERI)

Aerie Pharmaceuticals, Inc. is a clinical-stage pharmaceutical company. The Company is engaged in the discovery, development and commercialization of therapies for the treatment of patients with glaucoma and other diseases of the eye. The Company’s primary product candidates are Rhopressa and Roclatan. Its product candidates are designed to lower intraocular pressure (IOP) in patients with open-angle glaucoma and ocular hypertension. Rhopressa is a once-daily eye drop and a triple-action netarsudil ophthalmic solution. The active ingredient in Rhopressa acts through the inhibition of both Rho Kinase (ROCK) and norepinephrine transporter (NET). Roclatan is a once-daily, quadruple-action product candidate and is a fixed-dose combination of Rhopressa and latanoprost, which is a prescribed drug for the treatment of patients with glaucoma. The Company is engaged in conducting Phase III clinical trials for Rhopressa and Roclatan.

Aerie Pharmaceuticals, Inc. (NASDAQ:AERI) Recent Trading Information

Aerie Pharmaceuticals, Inc. (NASDAQ:AERI) closed its last trading session up +0.45 at 55.90 with 574,654 shares trading hands.

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