ANTHERA PHARMACEUTICALS,INC. (NASDAQ:ANTH) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Underwriting Agreement
On March14, 2017, Anthera Pharmaceuticals, Inc. (Anthera) entered
into an equity underwriting agreement (the Underwriting
Agreement) with H.C. Wainwright Co., LLC (H.C. Wainwright, or the
Underwriter), to which Anthera agreed to issue and sell an
aggregate of 30,000,000 shares (the Shares) of its common stock,
$0.001 par value per share (the Common Stock), and warrants to
purchase an aggregate of 60,000,000 shares of Common Stock (the
Warrants) to the Underwriter. Under the terms of the Underwriting
Agreement, Anthera granted the Underwriter a 30-day option to
purchase up to an additional 4,500,000 shares of Common Stock
and/or warrants to purchase up to an additional 9,000,000 shares
of Common Stock.
The Shares were sold at a public offering price of $0.48 per
share. The Warrants were sold in two tranches (the Tranche 1
Warrants and the Tranche 2 Warrants), and were were sold at a
public offering price of $0.01 per share. The aggregate net
proceeds to Anthera from the offering are expected to be
approximately $14.1 million, after deducting the Underwriters
discounts and commissions.
to the Underwriting Agreement, one Tranche 1 Warrant and one
Tranche 2 Warrant will be issued for every one Share sold in this
offering. Each Tranche 1 Warrant will have an exercise price of
$0.55 per share of Common Stock, will become exercisable on any
day on or after the date that Anthera publicly announces through
the filing of a Current Report on Form 8-K that it will have
sufficient authorized shares of Common Stock to cover the Warrant
Shares (the Exercisable Date) and will expire five years
following the Exercisable Date. Each Tranche 2 Warrant will have
an exercise price of $0.50 per share of Common Stock, will become
exercisable on the Exercisable Date and will expire six months
following the Exercisable Date.
The offering was made to Antheras effective registration
statement on FormS-3 (No.333-210166), which was previously filed
with the Securities and Exchange Commission (SEC) and became
effective on April18, 2016, and a related prospectus supplement
filed with the SEC.
The offering is scheduled to close on or about March17, 2017,
subject to the satisfaction of customary closing conditions.In
the Underwriting Agreement, the Company agrees to indemnify the
Underwriter against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribute to
payments that the Underwriter may be required to make because of
such liabilities.
The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is filed as Exhibit1.1 to this Form8-K
and is incorporated herein by reference, and the foregoing
description of the Warrants is qualified in its entirety by
reference to the Form of Tranche 1 Warrant and Form of Tranche 2
Warrant, which are filed as Exhibits 4.1 and 4.2 to this Form 8-K
and are incorporated by reference herein.A copy of the opinion of
Goodwin Procter LLP relating to the validity of the shares issued
in the offering is attached hereto as Exhibit5.1.
Amendment to ATM Agreement
On April21, 2016, Anthera entered into an At Market Issuance
Sales Agreement (the Agreement) with H.C. Wainwright to create an
at-the-market equity program under which the Company from time to
time could offer and sell shares of its common stock, par value
$0.001 per share, having an aggregate offering price of up to
$25,000,000 (the At Market Shares) through H.C. Wainwright. On
March14, 2017, Anthera and H.C. Wainwright amended the Agreement
to reduce the aggregate offering price of the At Market Shares to
be offered and sold to the Agreement from $25,000,000 to
$23,000,000 (the Amendment).
The foregoing description of the Amendment is qualified in its
entirety by reference to the Amendment, a copy of which is filed
as Exhibit10.1 to this Form8-K and is incorporated herein by
reference.
| Item8.01 | Other Events. |
On March13, 2017, Anthera issued a press release announcing that
it had commenced the Offering. On March14 2017, the Company
issued a press release announcing that it had priced the
Offering. Copies of these press releases are attached hereto as
Exhibits 99.1 and 99.2, respectively.
| Item9.01. | Financial Statements and Exhibits. |
(d)Exhibits. The following documents are filed as exhibits
to this report:
| 1.1 |
Underwriting Agreement, dated as of March14, 2017, among Anthera Pharmaceuticals,Inc. and H.C. Wainwright Co., LLC |
|
| 4.1 | Form of Tranche 1 Warrant | |
| 4.2 | Form of Tranche 2 Warrant | |
| 5.1 | Opinion of Goodwin Procter LLP | |
| 10.1 |
Amendment to ATM Agreement, between Anthera Pharmaceuticals, Inc. and H.C. Wainwright Co., LLC, dated March 14, 2017 |
|
| 23.1 | Consent of Goodwin Procter LLP (contained in Exhibit5.1) | |
| 99.1 | Press release dated March13, 2017 | |
| 99.2 | Press release dated March14, 2017 |
About ANTHERA PHARMACEUTICALS, INC. (NASDAQ:ANTH)
Anthera Pharmaceuticals, Inc. (Anthera) is a biopharmaceutical company focused on developing and commercializing products to treat serious diseases associated with inflammation, including enzyme replacement therapies and autoimmune diseases. The Company has two Phase III product candidates, liprotamase also known as Sollpura and blisibimod. Sollpura is a non-porcine investigational Pancreatic Enzyme Replacement Therapy (PERT) intended for the treatment of patients with Exocrine Pancreatic Insufficiency (EPI), often seen in patients with cystic fibrosis and other conditions. Blisibimod targets B-cell activating factor (BAFF), which has been shown to be elevated in a range of B-cell mediated autoimmune diseases, including systemic lupus erythematosus (SLE), or lupus, Immunoglobulin A nephropathy (IgA) nephropathy, lupus nephritis and others. ANTHERA PHARMACEUTICALS, INC. (NASDAQ:ANTH) Recent Trading Information
ANTHERA PHARMACEUTICALS, INC. (NASDAQ:ANTH) closed its last trading session up +0.002 at 0.406 with 4,210,422 shares trading hands.