Aerie Pharmaceuticals, Inc. (NASDAQ:AERI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into Material Definitive Agreement.

On December 19, 2017, Aerie Pharmaceuticals, Inc. (the “Company”) entered into a Controlled Equity Offering^SM Sales Agreement with Cantor Fitzgerald& Co., acting as agent, to which the Company may offer and sell, from time to time through Cantor Fitzgerald& Co., shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $75,000,000. The common stock will be issued to the Company’s registration statement on Form S-3 (File No.333-213643), which became effective upon its filing on September15, 2016.

to the at-the-market sales agreement, shares of common stock may be offered and sold through Cantor Fitzgerald& Co. in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended. Cantor Fitzgerald& Co. will act as sales agent on a best efforts basis and use commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between Cantor Fitzgerald& Co. and the Company. Except as otherwise described in the at-the-market sales agreement, Cantor Fitzgerald& Co. will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold. The Company has no obligation to sell any shares under the at-the-market sales agreement, and may at any time suspend offers under the at-the-market sales agreement or terminate the at-the-market sales agreement.

The foregoing description of the at-the-market sales 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.

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 Company’s common stock to the at-the-market sales agreement is also filed herewith as Exhibit 5.1. The at-the-market sales agreement and the opinion filed herewith are incorporated by reference into the above referenced registration statement on Form S-3.

(d) Exhibits.

The following exhibits relating to Item 1.01 are filed herewith:

EXHIBIT INDEX

AERIE PHARMACEUTICALS INC Exhibit
EX-1.1 2 d472501dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 AERIE PHARMACEUTICALS,…
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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.