Aerie Pharmaceuticals, Inc. (NASDAQ:AERI) Files An 8-K Results of Operations and Financial ConditionItem 2.02.
On January23, 2018, Aerie Pharmaceuticals, Inc. (the “Company”) filed a preliminary prospectus supplement with the Securities and Exchange Commission (the “Prospectus Supplement”). In the Prospectus Supplement, within the section “Summary—Recent Developments—Certain Preliminary Financial Information as of December31, 2017,” the Company included certain preliminary financial information as of December31, 2017, which is furnished as Exhibit99.1 hereto and incorporated herein by reference.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. The information furnished in this Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
| Item 2.02. | Regulation FD Disclosure. |
On January23, 2018, the Company issued a press release announcing that it has commenced a registered underwritten public offering of $75million of shares of its common stock. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.
The information in this Item 2.02 (including Exhibit 99.2) is being furnished, not filed, to Regulation FD. Accordingly, the information in this Item 2.02 will not be incorporated by reference into any registration statement filed by the Company under the Securities Act, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Item 2.02 is not intended to, and does not, constitute a determination or admission by the Company that this information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
On December19, 2017, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “ATM 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 $75million. As of January23, 2018, the Company sold 1,251,112 shares of common stock under the ATM Sales Agreement, of which 45,105 shares have not yet settled. As of January23, 2018, the Company has fully utilized the ATM Sales Agreement for expected aggregate net proceeds of approximately $74million.
The information furnished in this Item 2.02 of this Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
| Item 2.02. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits relating to Items 2.02 and 7.01 shall be deemed to be furnished, and not filed:
| 99.1 | Certain Preliminary Financial Information as of December 31, 2017. |
| 99.2 | Press Release dated January23, 2018. |
EXHIBIT INDEX
AERIE PHARMACEUTICALS INC ExhibitEX-99.1 2 d508363dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 All references to the Company,…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.