Arena Pharmaceuticals, Inc. (NASDAQ:ARNA) Files An 8-K Other Events
Item 8.01 Other Events.

On July12, 2017, we entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Leerink Partners LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering of 6,250,000 shares of our common stock, par value $0.0001 per share. The price to the public in the offering is $24.00 per share and the Underwriters have agreed to purchase the shares from us to the Underwriting Agreement at a price of $22.56 per share. The net proceeds to us from the offering are expected to be approximately $140.8million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The closing of the offering is expected to occur on July18, 2017, subject to customary closing conditions. In addition, we granted the Underwriters a 30-day option to purchase up to 937,500 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions. We anticipate using the net proceeds from the offering for clinical and preclinical development of drug candidates, including our planned Phase 3 clinical trial of ralinepag for the treatment of pulmonary arterial hypertension, for general corporate purposes, including working capital and costs associated with manufacturing services, and for capital expenditures.

The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of Arena and the Underwriters, including for liabilities 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 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 such parties.

The offering is being made to our registration statement on Form S-3 (Registration Statement No.333-219237), which became automatically effective upon filing with the Securities and Exchange Commission (“SEC”) on July11, 2017, and a prospectus supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibit1.1 to this report, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of CooleyLLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit5.1 hereto.

On July11, 2017, we issued a press release announcing the offering, and on July12, 2017, we issued a press release announcing that we had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and99.2 hereto, respectively.

Forward-Looking Statements

Certain statements contained in this report are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include, without limitation, statements about our expectations with respect to the completion, timing and size of the public offering; the expected net proceeds from the offering; and our anticipated use of the net proceeds from the offering. Words such as “will”, “expect”, “may,” “goal,” “potential” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements necessarily contain these identifying words. For such statements, we claim the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from our expectations. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the public offering. Additional factors that could cause actual results to differ materially from those stated or implied by our forward-looking statements are disclosed in our filings with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended March31, 2017. These forward-looking statements represent our judgment as of the time of this report. We disclaim any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.

Item 8.01 Financial Statements and Exhibits.

(d) Exhibits.

ARENA PHARMACEUTICALS INC Exhibit
EX-1.1 2 d423563dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version 6,…
To view the full exhibit click here

About Arena Pharmaceuticals, Inc. (NASDAQ:ARNA)

Arena Pharmaceuticals, Inc. is a biopharmaceutical company focused on discovering, developing and commercializing small molecule drugs that target G protein-coupled receptors (GPCRs). The Company’s drug, Lorcaserin, is approved for marketing in the United States and South Korea for the indication of weight management, and is being commercialized under the brand name, BELVIQ. The Company’s drug candidates in clinical development include APD334 for autoimmune diseases, ralinepag for vascular diseases and APD371 for pain. APD334 is an orally available modulator of the sphingosine 1-phosphate subtype 1 (S1P1) receptor intended for the treatment of multiple sclerosis, psoriasis, inflammatory bowel diseases and rheumatoid arthritis. The Company’s programs under collaboration include nelotanserin for dementia-associated psychosis, temanogrel for thrombotic diseases and an undisclosed orphan GPCR for central nervous system indication(s).