Aerie Pharmaceuticals, Inc. (NASDAQ:AERI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into Material Definitive Agreement. |
On May25, 2017, Aerie Pharmaceuticals, Inc. (the Company) entered
into a Controlled Equity OfferingSM 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 Companys common stock, par value $0.001 per share, having
an aggregate offering price of up to $50,000,000. The common
stock will be issued to the Companys 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 Companys 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.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits relating to Item1.01 are filed herewith:
| 1.1 |
Sales 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 down -0.30 at 40.50 with 908,326 shares trading hands.
