ALBIREO PHARMA,INC. (NASDAQ:BIOD) Files An 8-K Entry into a Material Definitive Agreement

ALBIREO PHARMA,INC. (NASDAQ:BIOD) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement.

On May24, 2017, Albireo Pharma, Inc. (the Company) entered
into an underwriting agreement (the Underwriting
Agreement
) with Cowen and Company, LLC and William Blair
Company, L.L.C., as representatives of the several underwriters
named therein (collectively, the Underwriters), relating
to the issuance and sale (the Offering) of 2,200,000
shares of common stock, par value $0.01 per share, of the
Company. The price to the public in the Offering is $20.50 per
share, and the Underwriters have agreed to purchase the shares
from the Company to the Underwriting Agreement at a price of
$19.27 per share. The net proceeds to the Company from the
Offering are expected to be approximately $41.9million after
deducting underwriting discounts and commissions and other
estimated offering expenses. Under the terms of the Underwriting
Agreement, the Underwriters have an option, exercisable for 30
days, to purchase up to an additional 330,000 shares of the
Companys common stock at the public offering price less the
underwriting discounts and commissions. All of the shares in the
Offering are being sold by the Company. The Offering is expected
to close on or about May30, 2017, subject to satisfaction of
customary closing conditions.

The shares will be issued to the Companys shelf registration
statement on Form S-3 (File No.333- 215263) initially filed with
the Securities and Exchange Commission (the Commission) on
December22, 2016 and declared effective by the Commission on
January10, 2017 (the Registration Statement). A prospectus
and prospectus supplement relating to the Offering have been
filed with the Commission.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities arising under the
Securities Act of 1933, as amended, other obligations of the
parties and termination provisions. The representations,
warranties and covenants contained in the Underwriting Agreement
were made only for the purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to
such agreement, and may be subject to limitations agreed upon by
the contracting parties. The foregoing description of the terms
of the Underwriting Agreement is qualified in its entirety by
reference to the Underwriting Agreement, which is attached as
Exhibit 1.1 hereto and incorporated by reference herein. A copy
of the legal opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. relating to the validity of the issuance and sale of
the shares in the Offering is attached as Exhibit 5.1 hereto.

Item8.01 Other Events.

On May24, 2017, the Company issued a press release announcing the
pricing of the Offering, a copy of which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

1.1 Underwriting Agreement, dated May24, 2017, by and among the
Company, Cowen and Company, LLC and William Blair Company,
L.L.C.
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.
99.1 Press Release of Albireo Pharma, Inc., dated May24, 2017,
announcing the pricing of the underwritten public offering.


About ALBIREO PHARMA, INC. (NASDAQ:BIOD)

Albireo Pharma, Inc., formerly Biodel Inc., is a specialty biopharmaceutical company. It is focused on the development and commercialization of bile acid modulators to treat orphan pediatric liver diseases and gastrointestinal (GI), disorders where improper flow or absorption of bile causes serious medical conditions for which there is unmet need. The target indication for its lead product candidate, A4250, is progressive familial intrahepatic cholestasis (PFIC), which is a genetic disorder affecting children. A4250 is being evaluated in a Phase II clinical trial. Other products in the Company’s pipeline include Elobixibat, A3384 and Bile Acid Modulators. Elobixibat is indicated for the treatment of chronic constipation and it has completed its Phase III clinical trials. A3384 is a formulation of cholestyramine that is designed to release cholestyramine directly in the colon. It has completed a Phase II clinical trial of a prior formulation of A3384 in bile acid malabsorption (BAM).

ALBIREO PHARMA, INC. (NASDAQ:BIOD) Recent Trading Information

ALBIREO PHARMA, INC. (NASDAQ:BIOD) closed its last trading session 00.00 at 19.46 with 2,338,156 shares trading hands.

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