• SEC Filings

The disclosure set forth in Item 8.01 of this Current Report on Form 8-K to the extent required by this Item 3.02 is incorporated herein by reference.

On June 1, 2020, ARCA biopharma, Inc. (the “Company”) issued a press release announcing a registered direct offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information furnished under this Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

Securities Purchase Agreement

On June 1, 2020, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with two investors relating to the issuance and sale (the “Offering”) of 348,000 shares of its common stock, par value $0.001 per share (“Common Stock”) and pre-funded warrants to purchase 694,222 shares of Common Stock (the “Pre-Funded Warrants”). The Pre-Funded Warrants enable the holder to make a cash investment in the Company without increasing its beneficial ownership in the Common Stock because the shares of Common Stock underlying the Pre-Funded Warrant are not issued until the warrant is exercised. The Pre-Funded Warrants are exercisable immediately upon issuance at an initial exercise price of $0.001 per share and expire on the date upon which the Pre-Funded Warrant is fully exercised. The shares of Common Stock and Pre-Funded Warrants will be issued separately. Subject to customary closing conditions, the transaction is expected to close on Wednesday, June 3, 2020.

The offering price for the securities is $9.00 per share (or $8.999 for each Pre-Funded Warrant). The aggregate gross proceeds to the Company from this offering are expected to be approximately $9.4 million, excluding any proceeds the Company may receive upon exercise of the Pre-Funded Warrants.

The exercise price and the number of shares of Common Stock purchasable upon the exercise of the Pre-Funded Warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, reclassifications and combinations of the Company’s Common Stock.

The offering is being made to an effective registration statement on Form S-3 (Registration Statement No. 333-238067), as previously filed with the Securities and Exchange Commission (the “SEC”), and a related prospectus.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchasers. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of a specific date, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ARCA biopharma, Inc. Exhibit
EX-99.1 2 abio-ex991_6.htm EX-99.1 abio-ex991_6.htm   Exhibit 99.1         ARCA Biopharma announces $9.4 million registered direct offering Westminster,…
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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.