AmpliPhi Biosciences Corporation (NYSEMKT:APHB) Files An 8-K Other Events
Item 8.01
| Other Events. |
On May 4, 2017, we entered into an underwriting agreement with
H.C. Wainwright Co., LLC, relating to the issuance and sale of
6,956,522 shares of our common stock (or pre-funded warrants to
purchase common stock in lieu thereof), and common warrants to
purchase up to an aggregate of 6,956,522 shares of our common
stock in an underwritten public offering. Each share of common
stock and, as applicable, pre-funded warrant is being sold
together with a common warrant to purchase one share of common
stock. The combined price to the public of each share of common
stock and accompanying common warrant will be $1.50, and $1.49
for each pre-funded warrant and accompanying common warrant. For
each pre-funded warrant we sell, the number of shares of common
stock we sell and issue at the closing of the offering will be
decreased on a one-for-one basis. The common warrants will be
immediately exercisable at a price of $1.50 per share of common
stock, subject to adjustment in certain circumstances, and will
expire five years from the date of issuance. The shares of common
stock and pre-funded warrants, and the accompanying common
warrants, will be issued separately and will be immediately
separable upon issuance. The offering is expected to close on or
aboutMay 10, 2017, subject to customary closing conditions. We
issued a press release announcing the pricing of the offering on
May 4, 2017, which is attached hereto as Exhibit 99.1.
We granted to the underwriter a 30-day option to purchase up to
an additional 1,043,478 shares of common stock and/or warrants to
purchase up to 1,043,478 shares of our common stock, at the
public offering price less discounts and commissions. The option
to purchase 1,043,478 shares of our common stock and accompanying
warrants to purchase 1,043,478 shares of our common stock has
been exercised in full.
The net proceeds tousfrom the offering are expected to be
approximately $10.4 million (including the net proceeds from the
exercise of the option to purchase additional shares of common
stock and accompanying common warrants), after deducting the
underwriting discount and commissions and estimated offering
expenses payable byus, and excluding any proceeds that may be
received upon exercise of the common warrants. We anticipate
using the net proceeds from the offering for general corporate
purposes, including manufacturing expenses, clinical trial
expenses, research and development expenses, general and
administrative expenses and certain contractual bonuses to our
executive officers.
A registration statement relating to these securities (File No.
333-217169) was declared effective by the Securities and Exchange
Commission (SEC) on May 4, 2017.In addition, a separate
registration statement relating to these securities (File No.
333-217680) was filed with the SEC to Rule 462(b) of the
Securities Act of 1933, as amended, and become automatically
effective on May 4, 2017. The offering is being made only by
means of a prospectus forming a part of the effective
registration statements.
The foregoing description of the pre-funded warrants and common
warrants is not complete and is qualified in its entirety by
reference to the full text of the form of pre-funded warrant and
form of common warrant, copies of which are filed as Exhibit 4.1
and Exhibit 4.2, respectively, to this report.
The disclosures in this report and in the attached press release
shall not constitute an offer to sell or a solicitation of an
offer to buy the securities described herein, nor shall there be
any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| ExhibitNo. | Description |
| 4.1 |
Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.19 to the registrants registration statement on Form S-1 (File No. 333-217169)). |
| 4.2 |
Form of Common Warrant (incorporated by reference to Exhibit 4.18 to the registrants registration statement on Form S-1 (File No. 333-217169)). |
| 99.1 | Press Release |
Forward Looking Statements
Statements in this report that are not statements of historical
fact are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, without limitation,
statements about our expectations regarding the completion,
timing and size of the public offering and the anticipated use of
net proceeds therefrom. Words such as believe, anticipate, plan,
expect, intend, will, may, goal, potential and similar
expressions are intended to identify forward-looking statements,
though not all forward-looking statements necessarily contain
these identifying words. Among the factors that could cause
actual results to differ materially from those indicated in the
forward-looking statements are risks and uncertainties associated
with market conditions and the satisfaction of customary closing
conditions related to the offering, as well as risks and
uncertainties associated withour business and financial condition
in general, including the risks and uncertainties described in
our Annual Report on Form 10-K for the year ended December 31,
2016, as filed with the SEC, and subsequent filings with the SEC.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of
this report. All forward-looking statements are qualified in
their entirety by this cautionary statement, and we undertake no
obligation to revise or update any forward-looking statements to
reflect events or circumstances after the date of this report.
About AmpliPhi Biosciences Corporation (NYSEMKT:APHB)
AmpliPhi Biosciences Corporation is a biotechnology company. The Company is focused on the discovery, development and commercialization of phage therapeutics. The Company is engaged in identifying, characterizing and developing naturally occurring bacteriophages with its collaboration partners in bacteriophage biology, synthetic biology and manufacturing, to develop second-generation bacteriophage products. The Company is engaged in developing these phage product candidates using a discovery and development platform, which is designed for identification, characterization and manufacturing of multiple phage therapies. Each product candidate combines several chosen phages, which target a specific disease-causing bacterial pathogen, such as staphylococcus aureus (S. aureus), Pseudomonas aeruginosa (P. aeruginosa) and clostridium difficile (C. difficile). Its product candidates include AB-SA01, AB-PA01 and AB-CD01. AmpliPhi Biosciences Corporation (NYSEMKT:APHB) Recent Trading Information
AmpliPhi Biosciences Corporation (NYSEMKT:APHB) closed its last trading session up +0.01 at 1.21 with 1,371,366 shares trading hands.