Aerie Pharmaceuticals, Inc. (NASDAQ:AERI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into Material Definitive Agreement.
On January23, 2018, Aerie Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement with Cantor Fitzgerald& Co., as representative of the several underwriters named in Schedule A thereto, relating to the registered public offering (the “Offering”) of 1,266,892 shares of the Company’s common stock, par value $0.001 per share. The Company also granted the underwriters a 30-day option from the date of the underwriting agreement to purchase up to an additional 190,033 shares of the Company’s common stock. The Offering closed on January26, 2018 and the Company received net proceeds, after deducting estimated offering expenses payable by the Company, of approximately $74.0 million. The Offering was made to the Company’s 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 the underwriters 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.
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 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.
Item 1.01. Financial Statements and Exhibits.
The following exhibits relating to Item 1.01 are filed herewith:
| 1.1 | Underwriting Agreement, dated January23, 2018, by and between Aerie Pharmaceuticals, Inc. and Cantor Fitzgerald& Co., as representative of the several underwriters named in Schedule A thereto. |
| 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). |
EXHIBIT INDEX
|
Exhibit |
Description |
| 1.1 | Underwriting Agreement, dated January23, 2018, by and between Aerie Pharmaceuticals, Inc. and Cantor Fitzgerald & Co., as representative of the several underwriters named in Schedule A thereto. |
| 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). |
AERIE PHARMACEUTICALS INC ExhibitEX-1.1 2 d531576dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 AERIE PHARMACEUTICALS,…To view the full exhibit click here
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.
