ARCA biopharma, Inc. (NASDAQ:ABIO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
On August21, 2017, ARCA biopharma, Inc. (the “Company”) entered into Amendment No.1 (the “Amendment”) to its Capital on Demand Sales Agreement, dated as of January11, 2017 (the “Original Agreement” and, as amended by the Amendment, the “Sales Agreement”), with JonesTrading Institutional Services LLC, as agent (“JonesTrading”). The Amendment, among other things, increased the maximum aggregate offering value of shares of the Company’s common stock (the “Additional Shares”) which the Company may issue and sell from time to time under the Sales Agreement (the “Offering”) by approximately $2.9million, from $7,300,000 to $10,242,863. The Company will file a prospectus supplement with the Securities and Exchange Commission (the “SEC”) in connection with the Offering (the “Prospectus Supplement”) under its existing Registration Statement on Form S-3 (File No 333-217459), which became effective on May12, 2017 (the “Registration Statement”).
Under the Sales Agreement, JonesTrading may sell the Additional Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. In addition, under the Sales Agreement, JonesTrading may sell the Additional Shares by any other method permitted by law, including in negotiated transactions. The Company may instruct JonesTrading not to sell Additional Shares if the sales cannot be effected at or above the price designated by the Company from time to time.
The Company is not obligated to make any sales of the Additional Shares under the Sales Agreement. The Offering will terminate upon the earlier of (a)the sale of all of the Additional Shares subject to the Sales Agreement or (b)the termination of the Sales Agreement by JonesTrading or the Company, as permitted therein.
The Company will pay JonesTrading a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Additional Shares and have agreed to provide JonesTrading with customary indemnification and contribution rights. The Company will also reimburse JonesTrading for certain specified expenses in connection with entering into the Sales Agreement.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form8-Kand is incorporated herein by reference. The Company previously filed the Sales Agreement as Exhibit 10.1 to its Current Report on Form 8-K filed with the SEC on January11, 2017.
Cooley LLP, counsel to the Company, has issued a legal opinion relating to the Additional Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The Additional Shares will be sold to the Registration Statement, and offerings of the Additional Shares will be made only by means of the Prospectus Supplement and any accompanying prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Item 1.01. Other Events.
As of August21, 2017, the Company had sold 2,653,440 shares under the Original Agreement for an aggregate offering price of $6.5million, before deducting sales commissions and offering expenses.
Item 1.01. Financial Statements and Exhibits.
|5.1||Opinion of Cooley LLP.|
|10.1||Amendment No.1 to Capital on DemandTMSales Agreement, dated August21, 2017, by and between ARCA biopharma, Inc. and JonesTrading Institutional Services LLC.|
|23.1||Consent of Cooley LLP (included in Exhibit 5.1).|
ARCA biopharma, Inc. ExhibitEX-5.1 2 d639616dex51.htm EX-5.1 EX-5.1 Exhibit 5.1 Matthew P. Dubofsky +1 720 566 4244 [email protected] August 21,…To view the full exhibit click
About ARCA biopharma, Inc. (NASDAQ:ABIO)
ARCA biopharma, Inc. (ARCA) is a biopharmaceutical company. The Company is principally focused on developing genetically-targeted therapies for cardiovascular diseases. The Company’s lead product candidate is Gencaro (bucindolol hydrochloride), a beta-blocker and mild vasodilator that the Company is evaluating in a clinical trial for the treatment of atrial fibrillation (AF) in patients with heart failure with reduced left ventricular ejection fraction (HFREF). Gencaro is considered part of the beta-blocker class of compounds because of its property of blocking both beta-1 and beta-2, receptors in the heart. The blocking of these receptors prevents the receptor from binding with other molecules, primarily the neurotransmitter norepinephrine (NE), which activate these receptors. The Company is conducting a Phase IIB/III clinical trial of Gencaro, known as GENETIC-AF.